A Guide to Members Voluntary Liquidation

The Procedure

A draft will be provided with the necessary board minutes for the meeting of the board of directors where it is resolved that the meeting of the company's members should be called. The required notice to members to convene the meeting required by Section 84 of the Insolvency Act 1986 ('IA86') shall be drafted and ICS shall attend the board meeting if requested to do so by the directors.

Declaration of Solvency

The director(s) must declare that the company will be able to pay its debts in full together with interests and costs within a period not exceeding 12 months from the date of the commencement of the liquidation. The director(s) must draw up this declaration to a date not more than 5 weeks prior to the date of the commencement of the liquidation.

Whilst we may assist in preparing the declaration of solvency the directors shall be and remain responsible for providing us with all of the information relating to the company's assets and liabilities (be those actual, contingent or otherwise).

Convening of the meeting of members

ICS will notify all members of the proposed meeting at least 14 clear days prior to it taking place, unless members have or will consent to receiving shorter notice.

ICS will prepare the resolutions and minutes of the meeting. Other matters

Prior to the meetings ISC require delivery of the Company's accounting books and records, the company's statutory records and pension declaration checklist (the checklist will be provided to you after we receive your signed copy of this letter).

ICS shall not be responsible for the consequences of being forced to convert the liquidation into a creditors' voluntary liquidation should, in the Liquidator's opinion, the company be unable to pay its debts in full together with interest and costs within the period stated in the declaration of solvency. General advice

We will provide general advice up to the date of the meeting of members in relation to the engagement and the procedures to be undertaken by the liquidator following his/her appointment. There may be certain mattes upon which we are unable to give advice as this may impact on the necessity of the insolvency practitioner(s) ability to remain independent and objective in relation to the proceedings. Where this occurs, we will confirm this and suggest you seek independent legal advice.

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