What is a Members' Voluntary Liquidation or MVL?

What's involved in the MVL entity wind-down process?

A Members’ Voluntary Liquidation (MVL) is a formal process used to wind down a solvent entity that has ceased trading or is dormant.

Do you have dormant entities within your group structure no longer required?
Are you looking for a tax efficient way to extract funds for shareholders on cessation of trade?
Do you have funds that have reached their end of life and need to be wound up?

Dormant entities and unnecessarily complex group structures can drain group resources both financially and operationally. Our dedicated and experienced team work globally across all sectors with our clients to liquidate various entity structures. At each step of the MVL process we provide clear advice and analysis to help our clients make commercial decisions to complete the wind down operations in a timely manner.

What is an MVL?

A Members’ Voluntary Liquidation is a tax-efficient way of terminating a Company that has reached the end of its useful life.
The Company must be solvent, ie. assets greater than its liabilities.
The Company must be in a position to discharge its debts within 12 month period.
Typically MVLs will last between 6 and 9 months, but can last more than 1 year.

What we do

Our MVL team can help you identify target entities for elimination and advise you on the best course of action to consolidate and rationalise your group structure.
We will work with your team to manage and coordinate each element of the liquidation including statutory requirements, asset management, realisations and tax planning.
We listen to and support our clients through each step of the liquidation process working with key stakeholders such as your Tax Agent, the Revenue Commissioners, the Companies Registration Office (CRO) and Central Bank to complete the process in a timely manner, usually 6-9 months.
KPMG have a dedicated and experienced liquidation team that deal with large scale MVL appointments globally and across all sectors.

Benefits of MVLs

Reduce risk
- The MVL process gives companies an alternative to involuntary strike off & the correlated loss of a company’s limited liability protection.
- A MVL helps companies reconcile and rectify contingent liabilities and intercompany balances.
- The risks and consequences of corporate memory loss can be severe, liquidating solvent dormant entities help companies mitigate this risk.
Restoration period
- In a MVL a creditor or a member can only apply for restoration of the company within two years of the dissolution. A MVL brings greater certainty to cessation over voluntary strike off where the company can be restored up to 20 years.
Administrative and cost savings
- Companies can benefit from administrative and cost savings with the removal of dormant entities, saving wasted management time and ongoing audit and accounting fees.
Taxation benefits
- The MVL process can be a tax efficient way for shareholders’ to extract funds from a company on cessation of trade.
- Companies may have the opportunity to crystallise gains/losses within the group structure.

Our experience

Our MVL team is engaged as Project Manager of the wind up of 54 aircraft leasing companies based in four different jurisdictions and also acting as Liquidator over the majority of companies which are incorporated in Ireland.

Our MVL team have implemented a Legal Entity Reduction plan for one of Ireland’s leading property development groups identifying dormant SPVs which were draining group resources financially and operationally.

Our MVL team have designed and implemented robust group streamlining strategies for the private and public sector. This created value for our clients and safeguarded the business models. We undertake detailed due diligence, pinpoint potential risks and establish appropriate mitigation procedures. We clearly identify the target entities for elimination and advise our clients on the best course of action for each to consolidate and rationalise the complex group structure.

Our dedicated and experienced team have worked globally on a collaborative basis with our asset management clients to liquidate various types of investment vehicles that have reached the end of their investment lifecycle.

Our team have successfully liquidated Irish Collective Asset Management Vehicle (ICAV) entities governed by the Central Bank, constituted by the ICAV Act 2015.

Our liquidations team have successfully wound down Irish Incorporated Section 110 Special Purpose Vehicle (SPV) entities and our dedicated KPMG Asset Management practice are the leading providers of tax, audit, consulting and advisory services for the industry.

Get in touch

Whether you are facing financial challenges, operational hurdles, or market uncertainties, our dedicated professionals are here to assist you with tailored solutions for your unique needs.

For assistance, please contact our Solvent Liquidations team below. We look forward to hearing from you.