Insolvent
Bankruptcy proceedings
The involuntary counterpart for a company that cannot pay, not to be confused with solvent liquidation.
Bankruptcy proceedingsCompany
liquidation
A company left dormant but not properly liquidated is a continuing liability, not a closed chapter, accumulating filings, penalties and exposure for those who ran it. A solvent liquidation closes it cleanly: dissolution by shareholder resolution, the creditor call and waiting period, debts settled, tax cleared, surplus distributed, and the entity struck from the register, in that order, so nothing is left to come back. We confirm the company is genuinely solvent first, then run the whole wind-down in full.
At a glance
Closed cleanly, nothing left behind.
Solvent wind-down, in the right order.
- Decided by
- Shareholder resolution
- Protects
- Creditors first, via waiting period
- Then
- Tax cleared, surplus distributed
- Ends in
- Strike-off from the register
- Typical time
- ~1 year (reducible)
The essentials
What a solvent liquidation is
A solvent liquidation is the orderly, voluntary wind-down of a company that can pay its debts, decided by its shareholders under the Code of Obligations. The company is dissolved, settles its creditors, clears its tax, distributes any surplus, and is struck from the commercial register. It is the clean way to close a company that has served its purpose, leaving no loose ends — quite different from bankruptcy, the involuntary process for a company that cannot pay.
Who this is for
- holdings or SPVs no longer needed;
- ventures being wound up while solvent;
- groups simplifying their structure;
- owners wanting a clean, final closure.
Where it fits
Liquidation is the solvent counterpart to bankruptcy, may follow a distressed sale of the business, and closes the cycle that annual compliance otherwise maintains.
The sequence
The liquidation steps
The steps run in a fixed order built around creditor protection: creditors first, the waiting period, then shareholders, then strike-off.
| Step | What happens |
|---|---|
| Dissolution | Shareholders resolve; “in liquidation” added |
| Creditor call | Creditors invited; waiting period runs |
| Settle & clear | Debts paid, assets realised, tax cleared |
| Distribute & strike off | Surplus to shareholders, then removal |
Doing the steps out of order (above all, distributing to shareholders before creditors and the waiting period) is how a liquidation creates liability rather than ending it. We follow the sequence properly, so the closure is clean and final.
How it runs
How we run it
Confirm solvency, dissolve, protect creditors, clear tax, then distribute and strike off, in order.
- Step 1
Confirm solvency
Establishing that the company can genuinely pay its creditors in full before anything begins.
- Step 2
Dissolve & appoint
Passing the dissolution resolution and registering the liquidators and the “in liquidation” status.
- Step 3
Call creditors
Publishing the creditor call, settling debts, realising assets, and running the waiting period.
- Step 4
Clear the tax
Filing final returns and dealing with the tax position to clearance with the authorities.
- Step 5
Distribute & strike off
Distributing the surplus to shareholders and striking the company from the register.
Budget
What it costs
Cost depends on the complexity of the assets, the number of creditors and the state of the tax position: a clean holding closes more cheaply than a company with complex assets or unresolved matters. Against the accumulating cost and exposure of an abandoned company, a proper liquidation is the cheaper end.
We scope and quote against the company. Pricing is on request.
Discuss the closure
What it takes
What a clean closure requires
A liquidation that closes the company finally rests on:
- genuine solvency, confirmed at the outset;
- the creditor call and waiting period observed;
- creditors settled before any distribution;
- the tax position cleared with the authorities;
- the steps run in the correct order to strike-off.
An abandoned company is a liability, not a closure
The tempting shortcut, to stop filing and let a dormant company drift, does not close anything. The obligations continue, penalties accrue, the register may act, and unresolved creditor or tax claims stay attached to those who ran it. A company is only genuinely closed when it has been liquidated properly and struck from the register, with creditors paid and tax cleared. The proper process costs less than the loose ends an abandonment leaves, and it gives finality an abandonment never does. We close companies so they are actually closed, with nothing left to come back.
Why Goldblum
The closure: how we run it
Confirming solvency, running the wind-down in the right order, clearing the tax and striking the company off, cleanly and finally, is the work this firm does.
Clean
Nothing left behind
Creditors paid, tax cleared, the register entry removed: a company genuinely closed, with no loose obligations.
In order
The sequence respected
Creditors and the waiting period before any distribution, so the closure ends liability rather than creating it.
Honest
Solvency confirmed first
A genuine solvency check at the outset, and the correct insolvency route if the company is not, in fact, solvent.
Related
Around the closure
Preserve value
Distressed M&A
Selling the viable business or assets before a wind-down, to preserve going-concern value.
Distressed M&AThe cycle
Annual compliance
The obligations a dormant company keeps until it is properly liquidated and struck off.
Annual compliance
FAQ
Company liquidation: FAQ
01What is a solvent liquidation?
A solvent liquidation is the orderly, voluntary wind-down of a company that can pay its debts, decided by its shareholders rather than forced by insolvency. The company is dissolved by shareholder resolution, enters liquidation, settles its creditors, completes its tax obligations, distributes any surplus to the shareholders, and is then struck from the commercial register. It is the clean way to close a company that has served its purpose (a holding no longer needed, a venture being wound up, a group simplification), leaving no loose ends or liability behind. It is quite different from bankruptcy, which is the involuntary process for a company that cannot pay.
02Why close a company properly rather than just abandon it?
Because an abandoned company is a continuing liability, not a closed chapter. A company left dormant but not liquidated still has obligations (accounts, filings, tax returns, a registered office), and ignoring them does not make them disappear; it accumulates penalties, risks register action, and leaves the directors and shareholders exposed. Worse, an improperly closed company can leave unresolved creditor or tax claims attached to those who ran it. A proper liquidation extinguishes the company cleanly, with creditors paid, tax cleared and the register entry removed, so there is genuinely nothing left to come back. The cost of doing it properly is far less than the cost of the loose ends an abandonment leaves.
03What are the main steps?
The shareholders resolve to dissolve the company, which then enters liquidation and adds 'in liquidation' to its name; liquidators are appointed and registered. The liquidators call on creditors, realise the assets, settle the debts, and deal with the tax position to clearance. A statutory waiting period protects creditors before any surplus is distributed to the shareholders. Once everything is settled and the period has run, the final accounts are completed, the surplus distributed, and the company struck from the commercial register. Each step has formalities and a sequence, and skipping or rushing one can leave the closure vulnerable. We run the whole sequence correctly.
04What is the creditor call and waiting period?
As part of protecting creditors, the liquidators publish a call to creditors, notifying them to come forward with their claims, and the law imposes a waiting period before the company's remaining assets may be distributed to shareholders. This blocking period exists so that creditors who have not yet been paid have time to assert their claims before the assets leave the company. In the ordinary course it runs for a year, though it can be shortened where an auditor confirms that no creditors are prejudiced. The waiting period is why a clean liquidation takes time and cannot simply be rushed to a close. We handle the creditor call and manage the period correctly.
05How long does a solvent liquidation take?
Typically around a year, driven mainly by the statutory creditor-protection waiting period before surplus assets can be distributed, though that period can be reduced where an auditor confirms creditors are not prejudiced, which can shorten the timeline meaningfully. The substantive work of settling creditors, realising assets and clearing tax happens within that window. A simple, clean company with few creditors and a settled tax position liquidates more smoothly than one with complex assets or unresolved matters. The timeline is a feature of the creditor protection, not delay, and planning the liquidation with it in mind avoids surprises. We set realistic expectations and run the process efficiently within them.
06What about the tax position on liquidation?
Tax has to be dealt with to clearance, because a company cannot be cleanly struck off while tax matters are open, and a liquidation has its own tax consequences. Final tax returns are filed, any liquidation surplus distributed to shareholders may have tax implications for them, and the authorities effectively sign off before the company is removed. Getting the tax wrong, by distributing before it is settled, or missing a liquidation-tax consequence, is a common way a closure goes wrong or leaves an exposure. We deal with the tax as an integral part of the liquidation, coordinating with the authorities to clearance, so the company closes with its tax genuinely settled rather than left hanging.
07Can the surplus be distributed before the company is struck off?
Only after the creditor-protection waiting period has run and the creditors are satisfied. Distributing the surplus to shareholders prematurely is what the waiting period prevents, because it would put shareholders ahead of unpaid creditors. Once the period has passed, the debts are settled and the tax is cleared, the remaining assets are distributed to the shareholders, and then the company is struck from the register. The sequence matters: creditors first, the waiting period, then shareholders, then strike-off. Doing it in the wrong order is how a liquidation creates liability rather than ending it. We follow the sequence properly so the distribution is clean and the closure final.
08How is this different from bankruptcy?
A solvent liquidation is voluntary and for a company that can pay its debts; bankruptcy is involuntary, for a company that cannot. In a solvent liquidation the shareholders choose to close the company, creditors are paid in full, and any surplus goes to the shareholders. In bankruptcy the company is insolvent, the process is run by the bankruptcy office, assets are realised and creditors paid according to their ranking, often only in part, and there is usually no surplus. The two should not be confused: trying to run a solvent liquidation on a company that is actually insolvent is improper and exposes the directors. We confirm the company is genuinely solvent first, and direct an insolvent one to the right process.
09What if the company turns out not to be solvent?
Then it is not a candidate for solvent liquidation, and continuing as if it were would be improper. If, in preparing or running the wind-down, it emerges that the company cannot actually pay its creditors in full, the situation falls under the over-indebtedness and insolvency rules instead, with the board's duties and the bankruptcy or composition routes that go with them. Recognising this honestly and early is part of doing the work properly; a solvent liquidation pushed through on an insolvent company prejudices creditors and exposes those running it. We assess solvency genuinely at the outset and throughout, and switch to the correct process if the company is not, in fact, solvent.
10Can Goldblum handle the whole liquidation?
Yes. We confirm the company is genuinely solvent, prepare and pass the dissolution resolution, act as or support the liquidators, run the creditor call and the waiting period, realise the assets and settle the creditors, deal with the tax to clearance, complete the final accounts, distribute the surplus to the shareholders in the right order, and strike the company from the register. The result is a company closed cleanly, with nothing left to come back: no loose obligations, no exposure for those who ran it. Where the company proves not to be solvent, we direct it to the correct insolvency process instead. The aim is a final, clean closure done properly.
Need to close a company cleanly?
Tell us the company and its position. A partner confirms solvency, runs the wind-down in full, and strikes it off — with nothing left behind.