Members’ Voluntary Liquidation (MVL)

A Members’ Voluntary Liquidation, sometimes called a members’ voluntary winding up, is the formal process for solvent companies to close their affairs in an orderly way. It is suitable when a company is no longer required, shareholders wish to distribute assets or the existing structure is no longer serving its intended purpose.

During an MVL, all creditors are paid in full and any surplus assets are distributed to shareholders. Because the company is solvent, there is no need for recovery actions such as claims for insolvent trading or preferential payments. 

This makes MVL a clear, structured and low-risk option for directors and shareholders.

Who qualifies for an MVL? 

An MVL is only available to solvent companies. Directors must formally declare that the company can pay all debts within 12 months of liquidation. If it becomes apparent that all debts cannot be paid within this period, the MVL must convert to a creditors’ voluntary liquidation.

Common reasons to pursue an MVL include:

• Retirement or exit planning – winding up a business at the end of a career.
• Post-asset sale – distributing proceeds from property, business, or major assets.
• Group simplification – consolidating subsidiaries or rationalising corporate structures.
• Shareholder disputes – providing a neutral and independent mechanism to distribute company assets.

What does the MVL process look like? 

1. Declaration of Solvency – directors formally declare that the company can pay all debts within 12 months.
2. Members’ Meeting – shareholders pass a resolution to wind up the company.
3. Appointment of Liquidator – HM Advisory liquidators take control to manage assets and distributions.
4. Asset Realisation – assets are evaluated and realised strategically to maximise returns for creditors and shareholders.
5. Distribution – creditors are paid in full and surplus assets are returned to shareholders.
6. Final Meeting and Deregistration – the liquidator calls a final meeting to close the company, resigns and ASIC automatically deregisters the company three months later.

What is the difference between a CVL and MVL? 

When navigating corporate insolvency, understanding the distinction between a Creditors’ Voluntary Liquidation (CVL) and a Members’ Voluntary Liquidation (MVL) helps directors and shareholders choose the right pathway for their company.

How HM Advisory helps

We combine deep expertise in Members’ Voluntary Liquidation with personalised, practical guidance. With offices across Australia, we guide you confidently through every step of the process: 

• Conduct a thorough assessment of the company’s financial position and outline options clearly.
• Manage communications with creditors to reduce pressure and uncertainty.
• Advise directors on obligations and personal responsibilities.
• Explore alternatives such as restructuring or voluntary administration if appropriate.
• Ensure compliance with all legal and regulatory obligations while providing reassurance and clarity.

Speak with an expert today 

You don’t have to navigate this process alone. Contact HM Advisory today for a free, confidential consultation. 

Acting early allows more options, reduces risk and ensures a structured, controlled and efficient Members’ Voluntary Liquidation.