A statutory declaration of solvency is a formal company document used when directors confirm that a company can pay its debts within the required period. It is most commonly used in a members’ voluntary liquidation, often called an MVL, where a solvent company is being wound up.

Because the declaration has legal consequences, it must be prepared, signed and filed correctly. If the document is also needed outside the UK, it may need notarisation, apostille, embassy legalisation or certified translation before an overseas authority will accept it.

GOV.UK explains that, to pass a resolution for a members’ voluntary liquidation, directors must make a declaration of solvency and review the company’s assets and liabilities. The statement must say that the directors have assessed the company and believe it can pay its debts, with interest, within a period not longer than 12 months from the start of the winding up.

This guide explains what a statutory declaration of solvency is, when it is used, who can witness it, how it differs from a solvency statement, and when apostille may be needed for overseas use.

What is a statutory declaration of solvency?

A statutory declaration of solvency is a formal declaration made by company directors confirming that the company is solvent.

It is usually used before a members’ voluntary liquidation. The directors must assess the company’s financial position and confirm that the company can pay its debts in full, together with interest, within the required period.

The declaration is not just a normal company letter. It is a legal declaration and should be prepared with care, usually with professional insolvency advice.

When a statutory declaration of solvency is used

A statutory declaration of solvency is commonly used when a solvent company is entering members’ voluntary liquidation.

This may happen when:

• the company has stopped trading
• the owners want to close the company tax-efficiently
• the company has surplus assets to distribute
• the directors believe all debts can be paid
• shareholders want a formal winding-up process
• the company is solvent rather than insolvent

The declaration helps confirm that the liquidation is a solvent liquidation rather than an insolvent process.

Members’ voluntary liquidation

A members’ voluntary liquidation is a formal process for closing a solvent company.

The company’s directors must make a declaration of solvency before the shareholders pass the winding-up resolution. An insolvency practitioner is usually appointed as liquidator to deal with the company’s assets, creditors and distributions.

If the company cannot pay its debts, an MVL is not the right process. In that situation, the directors should seek insolvency advice because an insolvent liquidation route may be required.

Who signs a statutory declaration of solvency?

The declaration is made by the company’s directors.

Where the company has more than one director, the required number of directors must make the declaration in line with the relevant insolvency rules. The declaration should be based on a proper assessment of the company’s assets and liabilities.

Directors should not sign a declaration of solvency unless they genuinely believe the company can pay its debts within the required period.

Who can witness a statutory declaration of solvency?

Because it is a statutory declaration, it must be made before a person authorised to administer oaths.

This may include:

• solicitor
• commissioner for oaths
• notary public
• authorised court officer
• other authorised person, depending on the circumstances

For domestic filing, a solicitor or commissioner for oaths may be suitable. For overseas use, a notary public may be safer, especially if the declaration needs apostille, embassy legalisation or use by a foreign bank, tax authority, court, shareholder, investor or regulator.

What the declaration should include

A statutory declaration of solvency usually includes:

• company name
• company registration number
• registered office
• names of directors making the declaration
• statement that the directors have made a full inquiry into the company’s affairs
• statement that the company can pay its debts in full
• period within which debts will be paid
• statement of assets and liabilities
• date of declaration
• signatures of the directors
• details and signature of the authorised witness

The wording should be accurate and match the purpose. Mistakes can cause filing problems or legal risk for the directors.

Filing form LIQ01 with Companies House

Companies House uses form LIQ01 to give notice of a statutory declaration of solvency. GOV.UK states that the updated version of form LIQ01 must be used or Companies House will reject the filing, and notes that the form was updated in March 2024 following new legislation.

The LIQ01 form is a notice of the declaration. It is not a substitute for properly making the statutory declaration itself.

Companies House form LIQ01 refers to a notice of statutory declaration of solvency in accordance with section 89 of the Insolvency Act 1986.

Statutory declaration of solvency vs solvency statement

A statutory declaration of solvency and a solvency statement are not the same thing.

A statutory declaration of solvency is commonly associated with members’ voluntary liquidation under the insolvency process.

A solvency statement is often used in the context of a private company reducing share capital. Companies House form SH19 is used as a statement of capital when reducing capital under sections 644 and 649 of the Companies Act 2006.

Companies House guidance for SH19 explains that the form may be used as a statement of capital for a private limited company reducing its capital supported by a solvency statement, or for a company reducing capital supported by a court order.

Using the wrong document or terminology can cause confusion, especially if the document will be shown to overseas authorities.

When a solvency declaration may be needed abroad

A statutory declaration of solvency or related company solvency document may be requested abroad for:

• overseas company closure
• foreign tax clearance
• liquidation-related filings
• shareholder or investor reporting
• foreign bank account closure
• overseas branch deregistration
• cross-border restructuring
• due diligence
• corporate transactions
• court or legal proceedings abroad
• distribution of company assets
• foreign regulator requests

If the document is being used outside the UK, the recipient may ask for legalisation to confirm that the UK signature, seal or certification is genuine.

Does a statutory declaration of solvency need apostille?

A statutory declaration of solvency may need apostille if it is being used outside the UK and the receiving authority asks for a legalised UK document.

The UK Legalisation Office checks whether the signature, stamp or seal on a document matches its records and then legalises the document by attaching an apostille.

For a statutory declaration of solvency, the apostille usually confirms the signature, stamp or seal of the solicitor, commissioner for oaths or notary before whom the declaration was made. It does not confirm that the company is solvent.

Solicitor or notary before apostille

A solicitor or commissioner for oaths may be suitable for some UK statutory declarations.

A notary may be safer if:

• the document will be used abroad
• the recipient asks for notarisation
• the document relates to foreign shareholders or investors
• the declaration will be used by a foreign bank
• embassy legalisation is required
• the destination country has strict notarial requirements
• the declaration forms part of a corporate transaction overseas

If the recipient says “notarised and apostilled”, a solicitor-witnessed declaration may not be enough.

Certified copies of solvency documents

Sometimes an overseas authority does not need the original statutory declaration. It may ask for a certified copy, Companies House filing, liquidator letter or solicitor-certified copy of the relevant company document.

A certified copy may need apostille if it is going abroad. The apostille will usually attach to the certifier’s signature.

Before certifying a copy, check whether the recipient needs:

• original statutory declaration
• certified copy
• notarised copy
• Companies House filing evidence
• liquidator confirmation letter
• apostilled declaration
• embassy-attested document
• certified translation

Supporting company documents

A statutory declaration of solvency may need to be submitted alongside other corporate documents.

These may include:

• certificate of incorporation
• certificate of good standing
• Companies House company profile
• shareholder resolution
• board resolution
• liquidator appointment document
• statement of assets and liabilities
• director identity documents
• proof of registered office
• company accounts
• tax clearance or HMRC correspondence
• bank closure letters

Some of these documents may also need certification, apostille or translation for overseas use.

Translation requirements

If the declaration will be used in a non-English-speaking country, translation may be required.

The correct order depends on the receiving authority. Some authorities want the statutory declaration signed, apostilled and then translated. Others may require a sworn translation, notarised translation or translation completed in the destination country.

Before arranging translation, check whether the recipient needs:

• original statutory declaration
• notarised declaration
• apostilled declaration
• certified translation
• sworn translation
• translation of the apostille
• embassy-attested translation

Getting the order wrong can delay company filings or overseas corporate procedures.

Embassy legalisation after apostille

If the destination country accepts apostilles, the FCDO apostille may be enough.

If the country does not accept apostille alone, the statutory declaration may need embassy or consular legalisation after apostille.

The process may be:

1. prepare the statutory declaration
2. sign it before a solicitor, commissioner for oaths or notary
3. submit it for FCDO apostille
4. arrange embassy or consular legalisation, if required
5. arrange certified translation, if required
6. submit the document to the overseas authority

Embassy legalisation often requires paper documents with wet-ink signatures, so an e-Apostille may not be suitable.

Paper apostille or e-Apostille

A statutory declaration of solvency may be legalised by paper apostille or, in some cases, e-Apostille.

A paper apostille may be safer if:

• the document has wet-ink signatures
• the recipient wants an original paper declaration
• embassy legalisation is required
• the document will be submitted to a foreign court, bank or regulator
• the recipient has not confirmed that it accepts digital documents

An e-Apostille may be possible where the document is digitally signed or certified by a UK solicitor or notary and the receiving authority accepts electronic documents. However, this should be confirmed before choosing the digital route.

Common mistakes to avoid

Common mistakes include:

• confusing a statutory declaration of solvency with a solvency statement
• using the wrong Companies House form
• signing without proper financial review
• using outdated filing forms
• missing the statement of assets and liabilities
• signing before the authorised person is present
• using solicitor witnessing when notary certification is required abroad
• assuming apostille confirms the company’s financial position
• forgetting translation or embassy legalisation
• choosing e-Apostille when paper documents are required
• leaving overseas corporate filings until the deadline is close

These mistakes can create filing delays, legal risk and rejection by overseas authorities.

How to prepare a statutory declaration of solvency for overseas use

The process usually works as follows.

1. get professional insolvency advice

Before signing, directors should make sure an MVL or solvency declaration is appropriate and that the company can pay its debts.

2. prepare the declaration correctly

Include the required company details, director statements and statement of assets and liabilities.

3. sign before the correct authorised person

Use a solicitor, commissioner for oaths or notary depending on the purpose and destination country.

4. complete Companies House filing

Use the correct Companies House form and current version where filing is required.

5. arrange apostille if needed

If the declaration is being used overseas, submit the signed or notarised document for FCDO apostille.

6. arrange embassy legalisation or translation

Complete any additional overseas requirements in the correct order.

How we can help

We can help prepare statutory declarations of solvency and related company documents for overseas use.

Our service can include checking the legalisation route, advising whether solicitor or notary witnessing is likely to be needed, arranging apostille legalisation, advising on embassy attestation and helping with certified translation where required.

If you need to use a solvency declaration abroad, send us the destination country and the receiving authority’s instructions. We can help confirm the safest legalisation route before the document is signed or filed.