Minutes of a directors' meeting taking the first steps towards a members' voluntary liquidation (the winding-up of a solvent company) in England & Wales, including nominating a licensed insolvency practitioner as liquidator under the Insolvency Act 1986.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - This template assumes the company is solvent (it can pay its debts in full, with interest, within 12 months), a members' voluntary liquidation. If the company is insolvent, use the creditors' voluntary liquidation route and take insolvency advice (see our separate template). - Only a licensed insolvency practitioner can act as liquidator. The directors nominate; the members formally appoint by resolution at a general meeting. - In a members' voluntary liquidation, the directors must make a statutory declaration of solvency (Insolvency Act 1986, s 89): it must be made by all the directors, or, if there are more than two, by a majority of them. It must be made within the 5 weeks immediately before the members' winding-up resolution and delivered to the Registrar before that resolution is passed.
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[COMPANY NAME] LIMITED, Company number: [NUMBER]
Minutes of a meeting of the board of directors held at [PLACE] on [DATE] at [TIME].
Present: [DIRECTOR NAMES] · Chair: [NAME]
1. Notice and quorum. The Chair confirmed notice and a quorum.
2. Background. The board considered that the company has concluded its business and should be wound up while solvent, and that a liquidator should be appointed to realise its assets and distribute them to members.
3. Resolutions. IT WAS RESOLVED THAT: (a) the directors (all of them, or a majority where there are more than two) make a declaration of solvency under section 89 of the Insolvency Act 1986, within the 5 weeks immediately before the winding-up resolution and delivered to the Registrar beforehand, confirming that the company will be able to pay its debts in full, together with interest, within [up to 12] months; (b) a general meeting of the members be convened for [DATE] to pass a special resolution to wind up the company voluntarily; (c) [INSOLVENCY PRACTITIONER NAME] of [FIRM], a licensed insolvency practitioner, be nominated as liquidator, to be formally appointed by the members at that meeting; (d) [where applicable] the power of attorney granted by the company dated [DATE] be revoked with effect from the appointment of the liquidator; and (e) [DIRECTOR NAME] be authorised to assist the proposed liquidator and provide all books, records and information required.
4. Close. There being no further business, the meeting closed.
Signed (Chair): __________________ Date: [DATE]
--- This template is a starting point and not legal advice. Liquidation has tax and legal consequences for the company and its directors, act on the advice of a licensed insolvency practitioner. Governing law: England & Wales.
[DRAFT - requires solicitor / insolvency practitioner review before use]