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Members' Voluntary Liquidation: Contingent Liabilities


What are contingent liabilities in a Members’ Voluntary Liquidation (MVL)?

A contingent liability is a debt that might be incurred by a company depending on the outcome of a pending Court proceeding. Simply put, the existence of the liability is contingent upon a future event. In an MVL – a process which relies on the company being solvent – these possible future liabilities must be taken into account when assessing whether or not the company is indeed solvent at the time of liquidation.

Members' Voluntary Liquidation and Contingent Liabilities

A Members' Voluntary Liquidation (MVL) is an effective way to wind up the affairs of a solvent company which is no longer needed.

In order to enter into an MVL the directors of a company must swear a Declaration of Solvency - a legal document which states that the directors have reviewed all company assets and liabilities, including contingent and prospective liabilities, and have determined that the company is in fact solvent and able to repay all existing debts (including statutory interest) within a period of no longer than 12 months than the proposed date of the liquidation.

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What are Contingent Liabilities?

A contingent liability is a debt that may be incurred by a company depending on the outcome of a future Court proceeding. In other words, the existence of the liability is contingent upon a future event.

Despite the debt not existing at the time, such potential liabilities must be taken into account when determining whether or not a company is insolvent (unable to pay bills with no prospect of recovery) or solvent (able to repay debts as they fall due). If these liabilities are not considered you may run into problems during the liquidation if the company later turns out to be insolvent after you have signed a Declaration of Solvency.

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Contingent Liabilities: The Conversion of an MVL to a CVL

In a Members' Voluntary Liquidation, contingent liabilities may present a problem if they are not taken into account before initiating the procedure. Overlooking such potential debts could create a situation in which the MVL has to be converted into a Creditors' Voluntary Liquidation (CVL) if the company is actually insolvent.

Falsely swearing a Declaration of Solvency is classed as an act of perjury, meaning in some cases the directors may face fines or even imprisonment for this error.

During a Members' Voluntary Liquidation, distribution of the company's realised assets is handled by the appointed liquidator. By law the liquidator must ensure that the company is in fact solvent throughout the MVL, even after creditors' contingent claims have been processed by the Court. The liquidator also must handle the valuations of all company liabilities to determine whether the realisation of assets will cover all existing and prospective debts.

Contingent liabilities can come into play if a creditor submits a claim to the Court requesting repayment for a debt that is either disputed or not yet finalised. If the Court rules in favour of a creditor's claim then that debt would be counted against the overall balance of the liquidation account, which holds the proceeds of the liquidation sale.

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If you have any questions about contingent liabilities, or any other matters regarding business insolvency and recovery, feel free to contact us for free confidential advice. You can also reach our directors' hotline. We have an extensive network of 100+ offices offering confidential director support across the UK.

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