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Members' Voluntary Liquidation

A Tax Effective Exit Strategy for Solvent Companies

A Members’ Voluntary Liquidation (MVL) is a formal process used to wind up a solvent company in an orderly and tax efficient manner. Unlike other types of liquidation, MVLs are initiated by shareholders and directors where the company is able to pay all its debts in full within 12 months.

At Equinox Restructuring & Insolvency, we help business owners, accountants and legal advisors implement MVLs to distribute surplus assets (including cash and real property) in a way that can unlock significant capital gains tax (CGT) and transfer duty benefits.

What Is a Members’ Voluntary Liquidation?

MVLs are commonly used to:

  • Close companies that are no longer needed post-restructure
  • Wind down after asset sales or business retirement
  • Unlock trapped capital and pre-CGT reserves

Once appointed, the liquidator oversees the finalisation of affairs, including asset realisation or transfer, creditor payments and tax efficient distributions to shareholders.

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Key Benefits

Key Tax Benefits of MVLs

MVLs can offer substantial tax advantages, particularly when dealing with:

Pre-CGT Assets (Acquired Before 20 September 1985)

  • Capital gains on these assets are disregarded when distributed during an MVL
  • Enables shareholders to receive proceeds tax free if structured properly

Small Business CGT Concessions

  • Access the 15 year exemption, 50% active asset reduction, retirement exemption and rollover
  • MVL provides a mechanism to distribute proceeds to shareholders efficiently under these concessions

In Specie Distribution of Property

  • Real estate and other assets can be transferred directly to shareholders
  • May avoid double taxation (within company and on dividend distribution)
  • Proper legal and tax structuring ensures CGT and duty concessions are maximised

Transfer Duty and Landholder Relief

MVLs may allow for duty concessions on land transfers:
  • In some states, no transfer duty applies when land is distributed in specie to shareholders in proportion to their shareholding
  • Specialist structuring is required to ensure eligibility
  • We work with your accountant or legal advisor to plan accordingly
Our process

How the MVL Process Works

1

Declaration of Solvency

Directors declare the company can pay all debts within 12 months

2

Shareholder Resolution

Members pass a special resolution to wind up the company

3

Appointment

A liquidator from Equinox Restructuring & Insolvency is appointed

4

Finalisation

Debts are paid, records settled and assets distributed to shareholders

5

Deregistration

The company is formally closed and deregistered

When Should You Consider an MVL?

  • Exiting a business and seeking to extract capital efficiently
  • Restructuring a group and winding down unused entities
  • Distributing real estate or business assets to shareholders
  • Unlocking access to pre-CGT reserves
  • Planning for retirement, succession or estate distribution

Why Choose Equinox Restructuring & Insolvency?

Our team bring:
  • Deep experience in MVLs for family groups, SMEs and corporate structures
  • Technical knowledge of CGT, tax concessions and stamp duty implications
  • Collaboration with your accountant or tax advisor
  • Transparent, fixed fee pricing
We don’t just complete the liquidation – we add strategic value to your exit.

Contact an MVL Expert and Plan a Tax Effective Exit

Thinking of winding down a company? Get in touch to explore how an MVL can help you achieve your financial and tax objectives.
book a cost and obligation free consultation
FAQ’s

Frequently Asked Questions

Is my company eligible for an MVL?
Yes, if it can pay all debts within 12 months. A Declaration of Solvency is required.
Absolutely. We strongly recommend working with your accountant to structure the members’ voluntary winding up and ensure access to tax concessions.
Yes, this is called an in specie distribution. It can deliver significant tax and duty savings if planned correctly.
Members’ voluntary windings up can be completed quickly, but the process must comply with ASIC and ATO obligations.

In a Members’ Voluntary Liquidation, company assets are realised or distributed by the liquidator after all outstanding liabilities have been paid.

Depending on the circumstances, the liquidation service may choose to sell, transfer or distribute assets in other ways.

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