What is a Member’s Voluntary Liquidation?

A Members’ Voluntary Liquidation is a process detailed in the Corporations Act 2001 which allows a solvent company’s affairs to be wound-up. A liquidator is appointed to sell the assets of the company, to pay all creditors and then distribute any surplus assets to the shareholders. In practice, we usually recommend that the affairs of a company be wound down by the directors prior to liquidation so as to save on liquidator’s fees.

Benefits of a Member’s Voluntary Liquidation

Where there are tax benefits (pre-CGT profits or SBE concessions);
When a company has sold a Pre-CGT Asset or meets the Small Business Entity criteria, a liquidator can make a distribution of funds to company members with reduced tax – sometimes tax free! See our pages on Pre-CGT and SBE for more details

Where you want the company to be difficult to reinstate
Did the company operate in a high-risk industry, for example, where public liability claims sometimes arise? A Members Voluntary Liquidation offers a higher level of protection from reinstatement than simple deregistration.

For corporate simplification purposes
Listed companies and multinationals often prefer the added certainty of a Members Voluntary Liquidation over simple deregistration

The Process

  Appointment (1-2 days)

Directors and Members sign easy to follow pro forma meeting minutes agreeing to put the company into liquidation.

  Notifications and Lodgements (2 months)

Tax Accountant to make outstanding lodgements & pay any debt from available funds;
We request a Tax Clearance Notice from the ATO. Usually takes 1 month based on theATO’s 28 day turnaround.
We advertise the appointment on the ASIC Insolvency Notices Website. We are required to wait 14 days to make sure no creditors come forward.

   Final Report to Members (2 weeks)

We issue a report to members informing them the liquidation is complete.

  ASIC Deregistration (3 Months)

ASIC will deregister the company 3 months from the date the End of Administration Return is lodged

Speak to an expert today.

Fees – Liquidator’s Remuneration

The cost of a Members’ Voluntary Liquidation varies according to a number of factors, particularly the size and complexity of the tax issues, the programme of asset realisation and the nature of the assets.

At Dissolve, by focusing on a single, highly specialised service area, we are able to bring to bear our experience and professional judgement in a systematised way and provide a streamlined and timely service. Because of our focus, we are able to provide our service at a fee often half that of other service providers. Where a group of companies is involved, considerable efficiencies are possible and a low fee per company can be achieved.

We like to quote on each job specifically, but as policy our fee for a Members Voluntary Liquidation will be half of any quote you obtain from a Big4 Accounting firm.


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