In the face of tough times, many directors and shareholders have had to make difficult business decisions. One of the toughest? Deciding to voluntarily liquidate their company. As with all major decisions, it’s best to know exactly what to expect so you can prepare for the road ahead.
Here’s what you need to know about voluntarily liquidating a South African company, and how it impacts tax resident and non-resident directors and shareholders.
What is voluntary liquidation of a company?
Voluntary liquidation is a process in which a company is wound up by its shareholders, directors, or members. It can be used to close down a company that is no longer profitable or to sell off its assets.
There are two types of voluntary liquidation of companies:
- Creditors’ voluntary liquidation (CVL): This is where the company is insolvent and its creditors are owed more money than the company’s assets are worth.
- Members’ voluntary liquidation (MVL): This is where the company is solvent and its shareholders have decided to wind it up.
Implications of voluntary business liquidation in South Africa for non-residents
For non-resident shareholders, there are a number of implications to consider when a company is voluntarily liquidated. These include:
- Taxation: Non-resident shareholders may be liable for tax on any capital gains or dividends they receive from the liquidation. The amount of tax they will pay will depend on their tax residency and the type of asset they receive.
- Repatriation of funds: Non-resident shareholders may have difficulty repatriating the proceeds of the liquidation if the company is insolvent. The non-resident shareholders will have to provide certain documentation to the bank effecting the transfer of funds abroad to comply with the exchange control regulations.
- Legal implications: Non-resident shareholders may be exposed to legal risks if the company is not liquidated properly. For example, if the company’s creditors are not paid in full, they may sue the shareholders for the outstanding debt.
What is the procedure for voluntary liquidation of a company in South Africa?
- The shareholders of the company must pass a resolution to liquidate the company.
- The company must appoint a liquidator. The liquidator can be a person or a company.
- The liquidator must take control of the company’s assets and liabilities.
- The liquidator must sell the company’s assets and use the proceeds to pay off the company’s creditors. Any residual assets are then allocated to shareholders in accordance with their percentage shareholding held in the company.
What are the tax implications of liquidating a company in South Africa?
Tax residents, temporary and permanently abroad, need to be aware of the following tax implications of liquidating a company in South Africa:
- Capital gains tax: If the company has any capital assets, such as property or shares, these assets will be subject to capital gains tax when they are sold. The capital gains tax rate will depend on the type of asset and the tax residency of the shareholder.
- Dividend tax: If the company distributes any dividends to its shareholders, these dividends will be subject to dividend tax. The dividend tax rate will also depend on the tax residency of the shareholder.
- Income tax: If the company has any income that is not distributed to its shareholders, such as interest income or rental income, this income will be subject to income tax. The income tax rate will depend on the tax residency of the company.
It is important to note that these are just a few of the tax implications of liquidating a company in South Africa. Tax residents – both temporarily and permanently abroad – will be required to consult with a tax advisor to accurately determine specific tax liability in order to avoid nasty surprises.
Other considerations for liquidating a company in South Africa
- The appointment of a liquidator: A liquidator is a person who is appointed to oversee the liquidation process. The liquidator will be responsible for selling the company’s assets, paying off its creditors, and distributing any remaining assets to the shareholders.
- The cost of liquidation: The cost of liquidation will vary depending on the size and complexity of the company. However, it is important to factor in the cost of liquidation when making the decision to liquidate a company.
- The time it takes to liquidate a company: The time it takes to liquidate a company will also vary depending on the size and complexity of the company. Here, it is important to be aware that the liquidation process can be lengthy and time-consuming.
If you are considering liquidating a company in South Africa, it is important to speak to a tax advisor to get advice on the tax implications of liquidation and to help you make the best decision for your specific circumstances.
Tips to ease the procedure of voluntary liquidation of a company in South Africa
While it’s not an easy decision to make, here are some additional tips for non-resident shareholders who are liquidating a company in South Africa:
- Get professional assistance: It is important to get professional help when liquidating a company in South Africa. A tax advisor can help you understand the tax implications of liquidation and a lawyer can help you ensure that the liquidation is done properly.
- Be prepared for delays: The liquidation process can be lengthy and time-consuming, so it is important to be prepared for delays. Stay in touch with the liquidator: It is important to maintain communication with the liquidator throughout the process. The liquidator will keep you updated progress and will let you know when the liquidation is complete.
FinGlobal: tax specialists for South African expats
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