Members’ Voluntary Liquidation

At the end of 1946, the firm made a decision to enter Members’ Voluntary Liquidation, which according to the announcement in The London Gazette, on 5th November 1946 was to allow them “to reconstruct the Company“.

MESSENGER & CO., Limited.
(Members’ Voluntary Winding-up.)
The Companies Act, 1929.

AT an Extraordinary General Meeting of the above named Company, duly convened, and held on the 31st day of October, 1946, the following Special Resolution was duly passed:—

“That it is desirable to reconstruct the Company, and accordingly that the Company be wound up voluntarily, and that Mr. Kenneth Johnson, of 24 Friar Lane, Leicester, Chartered Accountant, be appointed Liquidator for the purposes of such winding-up.”
A. E. F. BURDER, Chairman

– – – – – –

MESSENGER & CO., Limited.
(Members’ Voluntary Winding-up.)
The Companies Act, 1929.

NOTICE is hereby .given, that the creditors of the above-named Company are required, on or before the 2Oth day of November, 1946 to send in their names and addresses, with particulars of their debts or claims, and the names and addresses of their Solicitors (if any), to the undersigned Kenneth Johnson of 24 Friar Lane in the city of Leicester, Chartered Accountant the Liquidator of the said Company, and, if so required by notice in writing by the said Liquidator, are, by their Solicitors or personally, to come in and prove their said debts or claims at such time and place as shall be specified in such notice, or in default thereof they will be excluded from the benefit of any distribution made before such debts are proved.—Dated this 31st day of October, 1946.
K. JOHNSON, Liquidator.
This notice is purely formal. All creditors have been or will be paid in full.

Members Voluntary Liquidation is a formal process used to close down a solvent company. The company’s assets are turned into cash and then distributed to the members. Typically it is used when:

  • A company is an old established family business where the owners/parents have retired and children or family do not want to run the business.
  • Shareholders wish to retire and have cash, property, assets etc., within the company which they want to transfer into their personal estate.
  • Where a rationalisation of a group of companies is required; this may involve more than one MVL or a transfer to trading companies within the group.

Exactly why the firm made the decision to go down this path is unclear. They also changed their accounting period, moving from 31st December to 31st October. According to their account[1]s, they made a gross profit of over £23,700 on sales of over £91,200, during the previous ten months.

At the time, brothers Alfred (Edwyn) and Kenneth Burder were being paid a monthly salary of £50 and £100 respectively; Kenneth’s son, Frederick (Derek) was being paid £75. George Gutteridge, the London Manager and a key person in the firm, was paid £54. In addition, Alfred, Kenneth and Frederick were also receiving dividend payments for their Preferential and Ordinary shares holdings in the Company[2].

At the end of the year and into 1947 there were several significant transfers of cash into the firm’s General Account. Also at the end of the year there is also a single £10,000 payment made to Kenneth Johnson, the appointed liquidator. Whether this was related to the death of Herbert Burder in 1943 or his brother Eric in 1945 is unclear; however, in December 1946 is the apparent first payment, noted as a pension, of £75 to Eric’s widow, Dorothy[3].


References:

  1. Leicestershire, Leicester and Rutland Record Office ref: DE2121/009.
  2. Leicestershire, Leicester and Rutland Record Office ref: DE2121/295.
  3. Ibid.