Corporate Simplification and Solvent Liquidations

Our experienced professionals, qualified accountants, restructuring tax specialists and licensed insolvency practitioners have provided innovative closure and simplification solutions for legal entities across multiple sectors and industries.

We assist clients to prepare for and implement the elimination of legal entities, both on a standalone basis or working alongside tax, legal and accounting specialists as part of broader group simplification/Legal Entity Rationalisation ("LER") projects.

Most commonly, elimination is achieved by way of Members’ Voluntary Liquidation ("MVL"), but careful consideration of all available options is essential to preserve value and alleviate residual risks. We are committed to helping you find the right path.

Drivers

Most voluntary eliminations fall into one of two categories:

1) Standalone eliminations in scenarios such as:

• • Stakeholders require capital returned in a tax-efficient way
  • A business and/or assets have been sold/transferred, leaving a shell entity holding proceeds
  • An entity/SPV has otherwise served its purpose
  • Owners are retiring and have no succession plan
  • Shareholders want a tax-efficient demerger of assets
  • An Investment Trust has reached its redemption date
  • A multinational group is exiting a jurisdiction
  • An entity has long-tail contingent liabilities

2) Multiple eliminations as part of an LER project, which can be triggered by:

• • The existence of multiple dormant/non-trading entities/obsolete SPVs
  • Cost reduction initiatives
  • A desire to reduce excessive management time spent on compliance
  • Director concerns over personal risk and fading corporate memory
  • Regulatory/stakeholder pressure to simplify/increase transparency
  • Tax inefficiency
  • Marketability concerns
  • M&A activity

Benefits

Some of the key outcomes can include: 

• Capital returned in a tax efficient way
• Tangible/intangible costs being reduced
• Personal obligations of Directors being brought to an end and personal risk being alleviated
• Dividend blocks being removed
• Known/unknown actual and contingent creditor claims being crystallised/quantified
• Structural complexities being removed
• Group management time being freed up to deal with business-critical matters
• Greater transparency for key internal/external stakeholdersRegardless

Regardless of the size/nature of the project and desired outcome, our experienced team can assist with identifying/categorising elimination targets, due diligence, elimination planning (including tax considerations) and overcoming perceived elimination barriers, as well as implementing your preferred elimination route.

Our Team's Experience

If you have a challenge or opportunity, our team have the skills and experience to guide you towards the right path.