Advice for contractors closing down their company

John Bell from Clarke Bell gives some advice to contractors and freelancers who may be considering closing down their limited company in the wake of Covid, IR35 and Brexit turbulence.


In the last two years freelancers working via their own limited companies have been going through more than their fair share of turbulent times. First, they were bracing themselves for the impact that the new off-payroll legislation (IR35) would have on their lives and livelihoods, as the Government ploughed ahead with its plans to roll out the reforms to the private sector in April 2020; as it, wrongly in many cases, believed some freelancers should be deemed as employees and not genuine self-employed freelancers.

Then came Covid-19 and those self-employed workers were dealt another blow as, overnight, the pandemic left many without work and no financial support, albeit there was some relief as Off-Payroll was paused until April 2021.

And let’s not forget Brexit and all the uncertainty around that which is having a huge effect on a lot of businesses in the UK.

It has been a bumpy ride for businesses of all sizes over the last few months and, despite the emergency measures announced by the Chancellor in an effort to keep the economy afloat, not every contractor will want to carry on trading.

Some will want to retire earlier than they’d previously planned – to get away from all the turmoil and ‘cash in’ all their hard earnings. Others, however, will have seen their income falling to such an extent that they are now having cash flow problems and are unable to pay some of their bills. Some may be considering taking up a PAYE role for job security whilst others may be forced to put their retirement plans on hold and continue working until they feel confident that their pension pot will serve them well.

The combined effects of Brexit, Covid-19 and the new Off-Payroll tax have hit businesses hard and some company directors now think that closing down their company is the best course of action for them.

John Bell is a chartered accountant and insolvency practitioner who founded licensed insolvency firm Clarke Bell in 1994. Here is his advice for contractors who are faced with the decision of closing down their limited company.

A Members’ Voluntary Liquidation is the best option for contractors

If a contractor is planning on moving into an employee/PAYE role, retiring or pursuing some other life or career plan then a Members’ Voluntary Liquidation (MVL) is likely to be the most tax-efficient way to close a solvent company – particularly if the assets of a company are more than £25,000.

An MVL is an HMRC-approved process and a licensed insolvency practitioner must be appointed. While it may have a negative-sounding ring to it – with terms like ‘liquidation’ and ‘insolvency practitioner’ – there is nothing negative about it. Quite the opposite, in fact.

By placing a company into an MVL it is a clear illustration that someone has been running a successful company.

An MVL allows a contractor to draw any remaining profit as a dividend, paying income tax on the dividend amount. With the help of the licensed insolvency practitioner who will liquidate a company, the reserves can then be distributed as capital, which are then subject to capital gains tax (CGT) at either 18% or 28%.

Through an MVL, a contractor can also take advantage of Business Asset Disposal Relief, formerly known as Entrepreneurs’ Relief before 6 April 2020. If someone qualifies for this relief, this can mean that CGT will be paid at a rate of 10% on qualifying assets, which can translate into considerable tax savings. Each shareholder of the limited company could also benefit from a tax-free allowance of £11,000, the Annual Exempt Amount. If there are multiple shareholders, this can be highly efficient.

To ascertain eligibility for Business Asset Disposal Relief/Entrepreneur’s Relief, contractors should speak to an accountant and also look at the website.

Off-Payroll (IR35), Brexit and Covid-19 are all things that are likely to have a huge impact on contractors and their limited companies and most firms of Insolvency Practitioners will offer free and confidential advice.

My advice to contractors is to talk to their accountant and help decide whether an informal strike-off or an MVL is the best option.

When an MVL is not possible

It is worth being aware of what happens when a contractor is having cashflow problems and their company is not solvent. In these situations, an MVL will not be possible.

Instead, the director will need to consider a different option. For most contractor companies that are insolvent, the best option is a liquidation known as a Creditors’ Voluntary Liquidation.

A CVL deals with the company’s debts and all of the director’s legal obligations. If a contractor is in a situation like this, I would urge them to contact their accountant and an Insolvency Practitioner straight away. Don’t let things get any worse.

*John Bell is Director of insolvency firm Clarke Bell, which he founded in 1994.

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