Solvent liquidation is a process where a company’s assets are sold off and the company is closed down, but it remains able to pay all its debts in full. This means that the company is solvent—its assets exceed its liabilities.
Solvent liquidation is typically used when shareholders or directors decide to wind up the business for reasons such as retirement, a business restructure, or because the company has fulfilled its purpose.
There are two main types of solvent liquidation:
Solvent liquidation is a structured and formal way to close a company, ensuring that all obligations to creditors are fulfilled before the company is dissolved.
The process for solvent liquidation in New Zealand typically follows these steps:
The directors of the company first pass a resolution to begin the liquidation process. They must believe the company is solvent, meaning it can pay all its debts within 12 months of liquidation.
The directors must prepare and sign a declaration of solvency, stating that after an inquiry into the company’s financial position, they believe it can pay all its debts (plus interest) within 12 months of the liquidation commencement. This declaration must include:
The declaration must be signed no more than 30 days before the shareholders’ resolution to liquidate and must be filed with the New Zealand Companies Office.
The shareholders of the company need to pass a special resolution (requiring 75% majority approval) to put the company into liquidation. This resolution officially confirms the decision to liquidate the company voluntarily. A liquidator must be appointed at this stage, often an insolvency practitioner or accountant.
Once the shareholders’ resolution is passed, the company’s assets are transferred into the control of the appointed liquidator. This is something we are able to assist with.
The liquidator’s role is to:
The liquidator must notify the Companies Office and ensure the liquidation is recorded on the public register of companies. The liquidation is publicly advertised in the New Zealand Gazette and potentially in other media (such as newspapers) to notify creditors and stakeholders.
Within five working days of the appointment, the liquidator must prepare a report outlining the company’s financial position and the reasons for liquidation. This report is sent to the Companies Office and made available to the creditors and shareholders.
The liquidator manages the sale of the company’s assets and the payment of debts. In a solvent liquidation, the expectation is that all creditors are paid in full, including any interest owed.
After settling all liabilities, the remaining funds are distributed to the shareholders in accordance with their shareholdings.
Once the liquidation is complete, the liquidator prepares a final report, which is sent to the Companies Office. After this, the company is removed from the Companies Register, and it ceases to exist as a legal entity.
This process ensures that the company winds up in an orderly and legal manner, paying off all debts and distributing the remaining assets to the shareholders.
As liquidation specialists in Auckland, we are able to assist you with liquidating your solvent company.
Here’s what you can expect when you select us to handle your company liquidation:
The right expertise and experience will ensure an efficiently managed liquidation process. We understand the complexities of selling assets, handling creditor claims, and ensuring compliance with legal regulations. Our experience also allows us to identify potential issues early on and handle any complications that arise, preventing delays or legal disputes.
We aim to maximise the value of the company’s assets during the liquidation process, ensuring that shareholders receive the highest possible returns after creditors are paid. We negotiate better deals, find the right buyers, and reduce unnecessary expenses, which directly benefits the shareholders.
The liquidator is responsible for communicating with creditors and ensuring that all valid claims are settled. We ensure that creditors are treated fairly and that their claims are dealt with efficiently. Poor handling of creditor claims can lead to disputes, legal challenges, and delays in the liquidation process.
Liquidation involves strict adherence to legal regulations, including reporting, filing declarations, and meeting specific timeframes. When working with us, you can be sure that your liquidation will be compliant with New Zealand’s Companies Act and other relevant laws. Failure to comply can result in penalties, legal challenges, and even personal liability for company directors.
We provide transparency to all stakeholders, including directors, shareholders, and creditors. Clear and regular communication helps build trust and ensures that everyone involved understands the process and what to expect. Without this, frustration and uncertainty are almost guaranteed, adding speed bumps to the process and leading to further issues.
We are independent and free from conflicts of interest. Having an impartial liquidator ensures that all parties are treated fairly and that the liquidation is conducted with integrity.
Some companies may have complex financial structures, outstanding legal issues, or multiple creditor claims. We are equipped to navigate these challenges, ensuring that the process moves forward without unnecessary delays or legal battles.
If the liquidation is not handled correctly, company directors could face personal liability for issues such as trading while insolvent, failing to meet obligations to creditors, or failing to provide accurate financial information. We mitigate these risks by ensuring all necessary steps are followed and documented correctly.
The liquidation process can affect the reputation of the company’s directors and shareholders, especially if not managed properly. We ensure professionalism and that the company’s closure is managed in a way that protects the directors’ and shareholders’ reputations, minimising any potential damage.
We ensure that the company is closed down efficiently, minimising the time it remains in liquidation. A drawn-out liquidation can lead to higher costs and prolonged uncertainty for shareholders and creditors, whereas an efficient liquidator completes the process as swiftly as possible.
Lorem ipsum dolor sit amet, consectetur adipiscing elit. Ut elit tellus, luctus nec ullamcorper mattis, pulvinar dapibus leo.
If you need to put a solvent company into liquidation or have any questions, queries or concerns about your business – then please contact us directly by filling out the form below.
We uphold the highest standards of confidentiality and your information and situation will be treated as such.
© Copyright 2025 – Insolve Partners