Top Service News
What is Creditors’ Voluntary Liquidation (CVL)?
Published on
Creditors’ Voluntary Liquidation (CVL) is a formal insolvency process initiated by the company’s directors when they realise the company is insolvent and can no longer pay its debts. In this process, the company voluntarily chooses to wind up its affairs and liquidate its assets, with creditors having the right to appoint a liquidator to oversee the process.
Key Facts for Creditors
Initiation: Unlike compulsory liquidation, which is initiated by a creditor through the courts, CVL is initiated by the company’s directors. They propose winding up the company because it is no longer financially viable.
Creditors’ Role: Creditors are invited to a meeting (often virtual) to confirm the appointment of a liquidator and to discuss the company’s financial situation.
Liquidation Process: Once the liquidator is appointed, they take control of the company’s assets, sell them, and distribute the proceeds to creditors based on legal priority.
The CVL Process
- Directors’ Decision to Liquidate:
The company’s directors decide that the business is insolvent (unable to pay its debts) and propose liquidation.
A resolution is passed by the shareholders agreeing to wind up the company voluntarily.
- Meeting of Creditors:
A meeting of creditors is called (usually within 14 days of the shareholders’ decision).
Creditors receive notice of the meeting, along with a statement of affairs, showing the company’s assets and liabilities.
Creditors can ask questions, review the company’s financial status, and vote on the appointment of the liquidator.
- Appointment of Liquidator:
At the creditors’ meeting, the liquidator is appointed. While the directors can nominate a liquidator, creditors have the final say on who is appointed.
- Liquidator’s Role:
The liquidator takes control of the company, collects and sells the company’s assets, investigates its affairs, and distributes any available funds to creditors.
They also investigated the directors’ conduct to ensure they did not act improperly while the company was trading insolvent.
- Asset Realisation:
The liquidator liquidates (sells) the company’s assets, such as property, stock, or equipment, to raise funds.
The proceeds are then used to pay creditors according to the legal priority of claims.
- Distribution of Funds to Creditors:
Secured creditors are paid first if they have security (such as a mortgage or charge) over the company’s assets.
Preferential creditors—including employees owed wages and certain taxes—are paid next.
Unsecured creditors receive payments from any remaining funds. They typically receive only a portion of what they are owed, depending on the available funds.
Rights and Responsibilities of Creditors
- Voting at Creditors’ Meeting:
Creditors can vote on the appointment of the liquidator, typically either agreeing with or rejecting the directors’ choice.
- Submit Proof of Debt:
Creditors must submit a proof of debt form to the liquidator in order to claim their share of any funds that are recovered from the liquidation.
- Updates from Liquidator:
Creditors are entitled to receive updates from the liquidator on the liquidator’s progress, including how much money is expected to be recovered and distributed.
- Challenge Liquidator’s Decisions:
If creditors believe the liquidator is not acting in their best interests, they can challenge certain decisions, though this typically requires legal advice.
Potential Outcomes for Creditors
Full or Partial Repayment:
Creditors may receive a portion of what they are owed, depending on the company’s available assets and their status (secured, preferential, or unsecured). Full repayment is unlikely in insolvency cases.
No Recovery:
If the company has few or no assets, unsecured creditors may receive little to no repayment. The amount creditors receive is based on the sale of the company’s assets.
Investigation into Directors’ Conduct:
The liquidator will review the conduct of the company’s directors prior to the liquidation. If they are found guilty of wrongful trading or misconduct, creditors may benefit from actions taken against the directors (e.g., personal claims).
Advantages of CVL for Creditors
More Control: Creditors are involved in the process and have a say in the appointment of the liquidator.
Quicker Resolution: CVL tends to be faster than compulsory liquidation as it avoids lengthy court proceedings.
Asset Recovery: The liquidator’s role is to maximise the recovery from the company’s assets and distribute them fairly to creditors.
Disadvantages of CVL for Creditors
Limited Asset Recovery: The company’s assets may not cover all debts, especially for unsecured creditors.
Ongoing Trading Losses: If the directors delayed the decision to liquidate, the company might have incurred additional losses, reducing what’s available to creditors.
Potential for Limited Control: While creditors vote on the liquidator’s appointment, the day-to-day decisions in the liquidation process are made by the liquidator.
Costs Involved for Creditors
No Direct Costs for Creditors: Unlike compulsory liquidation, creditors do not need to pay court fees to initiate the process. However, the costs of the liquidation are paid from the company’s assets, reducing the funds available to distribute to creditors.
How to Submit a Claim
Receive Notice:
Once the liquidation process starts, creditors will receive notice of the liquidation and the creditors’ meeting.
Submit Proof of Debt:
Creditors need to fill out and submit a proof of debt form to the liquidator, outlining the amount owed and supporting documents (e.g., unpaid invoices).
Attend Creditors’ Meeting:
Creditors can attend the meeting to discuss the liquidation and vote on the liquidator.
Creditors’ Legal Rights
Right to Information: Creditors can request information about the liquidation process and the company’s financial status from the liquidator.
Right to Challenge: If creditors believe the liquidator is not acting properly or is mishandling the process, they can apply to the court to challenge the liquidator’s actions.
Right to a Fair Distribution: Creditors are entitled to receive distributions based on the company’s available assets and the legal priority of their claims.
Frequently Asked Questions
What is the difference between CVL and compulsory liquidation?
CVL is initiated by the company’s directors voluntarily, while compulsory liquidation is forced by creditors through a court order.
How much will I get back?
This depends on the value of the company’s assets and where you rank in the creditor hierarchy (secured, preferential, or unsecured). Unsecured creditors often receive only a portion of their claims.
Can I stop the liquidation?
No, once the company’s shareholders and creditors approve the liquidation, it cannot be stopped unless all debts are settled.
NB: The Creditor Services team at PKF offer a free service to all Top Service members and can assist with the following:
- Advice and support regarding any formal or non-formal insolvency process.
- A bespoke lodging and proxy management service which alleviates the administrative burden for creditors and reports back on all insolvencies in a simplified format.
- Representation at creditor meetings.
- Seeking the appointment of licensed insolvency practitioners of PKF to investigate insolvent entities and creditor concerns.
If you would like to more about the services offered to Top Service members by PKF Creditor Services, please get in touch via creditorservices@pkfgm.co.uk