Director Appointments UK
Cost and process

Who pays for a creditors’ voluntary liquidation, and who does not.

A CVL is the cheapest formal route out of an insolvent company, and the question directors ask most about it is who ends up carrying the cost. This page answers that outright. It is general information about how a CVL is funded, not advice about your company.

Who pays for a CVL?

In a creditors’ voluntary liquidation the liquidator’s fee is paid from the company’s assets first, before any creditor is paid; it is only where the company has no assets that the directors usually pay the fee themselves.

That is the distinction in one sentence, and it decides the shape of the rest of this page. Which of the two applies to you turns on whether the company has anything to sell or collect when it goes into liquidation.

Where the company has assets

Where the company has assets — stock, equipment, debtors, a vehicle, cash — the liquidator’s fee and the costs of the liquidation are paid out of what the liquidator realises, before the creditors are paid. The director pays nothing personally.

This is the usual position in a CVL for a trading company with stock or collectable debts. The fee is an expense of the liquidation rather than a debt of the company, and it comes out of the same pot the creditors share, so a higher fee means less for them.

The practical effect is that a company with assets can often be liquidated at no personal cost to the director, but at some cost to what the creditors receive. That is why the honest framing of a CVL is not that it is free — it is that the asset pot pays for it.

Where the company has no assets

Where the company has nothing to realise, there is no pool for the liquidator to take a fee from. In that case a practice will normally require the fee up front, and in a small company that usually means from the directors personally.

This is the scenario behind most fixed-price liquidation offers: a straightforward, no-asset closure sold at a flat price that the director pays. It is not a hidden cost — it is simply that someone has to pay for the professional who winds the company up, and if the company cannot, the person who instigates it does.

The alternative is not cheaper. Leaving a creditor to petition for compulsory liquidation removes the director’s control over timing and over who acts as liquidator, and costs then come out of the same asset pot or, where there is none, in a way the director does not control.

Does funding a CVL make the company’s debts yours?

No. Signing a CVL does not make a director personally liable for the company’s debts, and the fee being paid from company assets does not turn into a personal claim against the director.

Two things are often confused here and are worth separating. Whether the director funds the liquidation is separate from whether the company’s creditors are paid: in an asset case the director pays for neither. And a director is only at personal risk where the law attaches a specific debt to them directly — a director’s loan account, a personal guarantee, wrongful trading, or certain HMRC liabilities — which is a matter of the debt itself, not of who funds the liquidation.

When a director is told a CVL will be paid from company funds, that does not mean the director is exposed. When a director is told they must fund it personally, that is a funding decision, not a suggestion that the company’s debts have become theirs.

What about a director’s loan account?

If the company is owed money by its directors, that loan is an asset of the company and is something the liquidator can recover in the course of the liquidation.

This is a meaningful difference from the fee itself. The liquidator’s fee is paid from the asset pot; a director’s loan account is separately recoverable from the director. So a director who assumed a debt would not be called in because the company had no assets can find the liquidator pursuing the loan. It is not the fee being passed to the director — it is the company recovering money it is already owed.

Where the fee sits in the order of priority

Where the company has assets, the liquidator’s fee and the costs of the liquidation are paid as expenses of the liquidation, ahead of the unsecured creditors. A secured creditor with a valid fixed charge over a specific asset is paid from the proceeds of that asset before the general liquidation costs.

The order matters to directors for one practical reason: it is why a company with assets can be liquidated at no personal cost, and why the creditors, rather than the director, absorb the cost of the professionals. The broader shape of CVL and other costs is covered on the cost page, and the procedure itself on the CVL explainer.

Common questions

Who pays for a CVL?

In a CVL the liquidator’s fee is paid from the company’s assets before creditors are paid; only where the company has no assets do the directors normally pay it themselves.

Does a director have to pay for a CVL personally?

Only when the company has no assets. Where the company has assets, the fee comes out of realisations and the director pays nothing personally. Where there is nothing to realise, a practice will usually require the fee up front from the directors.

Are CVL costs paid out of company assets?

Yes, where assets exist. The liquidator’s fee and the costs of the liquidation are expenses of the liquidation, paid ahead of unsecured creditors out of what is realised.

If I fund the CVL, does that make the company’s debts mine?

No. Paying the liquidation fee is a funding decision and does not make a director personally liable for the company’s debts. Personal liability only arises where the law attaches a specific debt to a director directly, such as a personal guarantee, a director’s loan account, or wrongful trading.

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