20+ Years Experience

Specialist Insolvency Practitioners

Licensed Insolvency Practitioners

Insolvency Practitioners Nationwide

How To Close A Limited Company Without Paying Tax?

Closing a limited company is a complex process, but what if we told you there are ways how to close a limited company without paying taxes?

Understanding the tax implications and utilising the right strategies makes it possible to dissolve your company tax-efficiently.

To close a limited company without paying tax, a Creditors’ Voluntary Liquidation can be arranged.

This entails using a Licensed Insolvency Practitioner to manage the company’s liquidation process.

This comprehensive guide will walk you through the process, providing valuable insights into the different types of taxes, tax-saving strategies, and the importance of seeking professional help.

Creditors’ Voluntary Liquidation (CVL).

Closing a limited company without incurring tax liabilities can be achieved through a process known as Creditors’ Voluntary Liquidation (CVL).

In this method, the directors of the company choose to voluntarily liquidate the business due to its inability to meet its financial obligations.

By initiating a CVL, the company’s assets are sold off to repay creditors, and any remaining funds are distributed among shareholders.

Since the company is insolvent, meaning it cannot pay its debts as they fall due, this method can be an effective way to wind up operations while minimising tax liabilities.

A Licensed Insolvency Practitioner oversees the proceedings throughout the liquidation process, ensuring compliance with legal requirements and facilitating a fair distribution of assets to creditors.

Voluntary Strike-Off

A voluntary strike-off is an informal procedure to close down a company. A limited company may be eligible to apply for a voluntary strike-off if it meets the necessary criteria.

When share capital exceeds £25,000 during a Voluntary Strike-Off, any amounts in excess are considered income.

Obtaining professional assistance in this process can ensure that tax payments are not excessive and that you adhere to all legal requirements.

It’s essential to carefully evaluate your company’s financial situation before choosing this route to ensure that it aligns with your company tax returns and-saving objectives.

Members’ Voluntary Liquidation (MVL)

Members’ Voluntary Liquidation (MVL) is a tax-efficient method of winding up a solvent company. A company is eligible to apply for MVL when it is solvent and meets specific criteria.

Closing a limited company using MVL rather than Voluntary Strike Off can result in tax benefits.

Distributions of retained profits amongst shareholders will be subject to Capital Gains Tax (CGT) instead of dividends tax or income tax.

If the amount of retained profits to be distributed to shareholders exceeds £25,000, MVL may be a more tax-advantageous option.

This option requires careful consideration and planning to ensure the best outcome for your company’s dissolution.

Utilising Business Asset Disposal Relief

Another strategy to minimise tax liabilities when closing a limited company is to utilise Business Asset Disposal Relief.

This relief can help reduce the rate of Capital Gains Tax from 20% to 10%.

However, to take advantage of this relief, a licensed insolvency practitioner must be appointed.

By effectively employing Business Asset Disposal Relief, you can further optimise your company’s closure process and minimise your tax obligations.

It’s essential to consult with a professional to determine if your company qualifies for this relief and to ensure that you fully understand the process and requirements.

Understanding Tax Implications When Closing a Limited Company

Before embarking on the journey to close your limited company without paying tax, it’s crucial to understand the tax implications involved.

After all, every business owner’s goal is to minimise tax liabilities while staying within the bounds of the law.

In this context, we’ll be examining three types of taxes that come into play when closing a limited company: Corporation Tax, Income Tax, and Capital Gains Tax.

Each of these taxes can have a substantial impact on your company’s closure, but with the right knowledge and strategies, they can be managed effectively.

Corporation Tax

Corporation Tax is a levy that is due on the profits generated during the accounting period of closure and must be remitted before the company is dissolved.

The rate of taxation remains unchanged during the process of winding up.

To ensure a smooth dissolution, it’s vital to retain a copy of all relevant business documentation, such as bank statements, invoices, and receipts, for at least seven years following the first creditor’s voluntary liquidation or strike-off.

Companies can choose between two primary methods of removal from the register: Voluntary Strike Off or Members’ Voluntary Liquidation (MVL).

A notice will be published in the local Gazette if the application for voluntary strike-off is accepted.

This will offer interested parties an opportunity to raise objections.

If no objections are raised, a second notice will be published two to three months later, announcing the company’s official dissolution.

Income Tax

Income from Income. Tax comes into the picture when shareholders receive profits as salary or dividends.

The tax liability is determined based on each shareholder’s total taxable income and the corresponding tax bracket.

The rates of additional income to pay capital gains tax are 45%, the rate of higher income tax is 40%, and the rate of basic income tax is 20%.

The standard Personal Allowance for the tax year from 6 April 2023 to 5 April 2024 is £12,570.

To calculate dividend tax, the dividend income is incorporated into the total income figure, and income tax is calculated accordingly, with different rates being applicable depending on the source of income.

Capital Gains Tax

Capital Gains. Tax is a tax applied to the profit made from selling assets. The assets must have increased in value since they were purchased.

This tax may be applicable upon winding up a company if the gains are £25,000 or below. The charged rates are 10% for basic rate taxpayers and 20% for higher rate taxpayers.

One way to avoid Capital Gains Tax is to make the company dormant, which involves ceasing trading and not receiving any income.

In this case, annual accounts and confirmation statements must still be submitted to Companies House, and HMRC must be notified within three months to avoid potential legal issues when restarting trading.

Legal Ways to Minimise Tax Liabilities

In addition to the strategies mentioned above, there are several other legal ways to minimise tax liabilities when closing a limited company.

These may include taking advantage of government reliefs, charging depreciation on assets, using green automobiles, writing off bad debts, providing employee bonuses, and diligently keeping track of invoices and reconciling bank statements.

By being proactive and implementing these tax-saving measures, you can significantly reduce your tax burden while still adhering to all legal requirements.

Staying current on tax laws and regulations is crucial to ensuring that your company remains compliant and operates in the most tax-efficient manner possible.

Seeking Professional Help

As you can see, closing a limited company without paying tax is a complex and nuanced process.

Seeking professional help is essential to assess your company’s financial standing, any outstanding tax liabilities and obligations, and the most suitable course of action for dissolving your limited company without incurring tax.

Professional assistance can help ensure that your company is closed down in a manner that minimises tax liabilities and adheres to all legal requirements.

Don’t hesitate to seek the guidance of experts, such as accountants and insolvency practitioners, who can provide valuable insights and support throughout the process.


In conclusion, closing a limited company without paying taxes is an achievable goal with the right knowledge and strategies.

By understanding the tax implications of Corporation Tax, Income Tax, and Capital Gains Tax, you can make informed decisions about the most tax-efficient methods for dissolving your company.

Strategies such as Voluntary Strike-Off, Members’ Voluntary Liquidation, Making a Company Dormant, and utilising Business Asset Disposal Relief can help minimise your tax liabilities and ensure a smooth closure process.

Seeking professional help is invaluable in navigating this complex process and ensuring that your company is closed in compliance with all legal requirements.

Armed with the information presented in this guide, you are now better equipped to take on the challenge of closing your limited company without paying taxes.

The journey may be intricate, but with determination, careful planning, and expert guidance, you can successfully dissolve your company in the most tax-efficient manner possible.

Frequently Asked Questions

Do you have to pay tax if you close a limited company?

You may still have to pay Corporation Tax during the process of closing a limited company, as there are certain activities and obligations that need to be met before closing.

However, there may be tax-efficient ways to close the business in the most tax-efficient manner, such as voluntary strike-off and Members’ Voluntary Liquidation (MVL).

It is important to seek professional advice if unsure about the best approach for your situation.

How do I legally close a limited company?

If your limited company is solvent and no longer trading, you can close it legally by voluntarily striking off from the Companies House register.

Complete the relevant paperwork and notify creditors as required.

Once approved, the company’s liquidation will be removed from the register and the process completed.

Can I walk away from an Ltd company?

You can walk away from an Ltd company, but there are procedures to follow in order to properly dissolve the company.

This may include getting your company struck off the Companies Register and ensuring all creditors are informed.

It’s important to note that voluntary strike-off is not a formal procedure and can lead to reinstatement.

What is the cheapest way to close an Ltd company?

The cheapest and most tax-efficient way to close an Ltd company is by opting for a dissolution process, also known as voluntary strike-off.

This is suitable for companies that have minimal assets or have not been profitable in the past.

With this method, the whole process can be completed quickly and inexpensively.

Business Debt Information

Here are some other informative articles about closing a limited company in the UK:

Areas We Cover

About Insolvency Practitioner

We are Insolvency Practitioners, dedicated to providing expert solutions for financial distress and guiding businesses towards a fresh start.