Statutory declaration of solvency: what it is, who can witness it and when an apostille is required

A statutory declaration of solvency is a formal legal document used when closing a solvent company through a Members' Voluntary Liquidation (MVL).

By signing the declaration, company directors confirm that, after a full review of the company's affairs, they believe all debts and liabilities can be paid in full within a specified period.

Because the declaration carries significant legal consequences, directors should understand the requirements before signing.

What is a statutory declaration of solvency?

A statutory declaration of solvency is a written statement made by company directors declaring that the company will be able to pay all of its debts, together with any applicable interest, within 12 months of the commencement of the winding-up process.

The declaration forms part of a Members' Voluntary Liquidation and is governed by the Insolvency Act 1986.

Once completed, it becomes an important legal document within the liquidation process.

When is a declaration of solvency required?

A declaration of solvency is normally required when:

• Closing a solvent limited company
• Entering a Members' Voluntary Liquidation (MVL)
• Distributing company assets to shareholders
• Undertaking certain corporate restructuring exercises

The declaration is not generally required when a company is dissolved through a simple strike-off procedure.

What information must be included?

A declaration of solvency typically includes:

• Company name
• Company registration number
• Names of the directors making the declaration
• Confirmation that a full inquiry into the company's affairs has been made
• Confirmation that all debts can be paid within the required period
• Statement of assets and liabilities
• Signature of the directors
• Witness details

The exact wording and format should comply with the applicable insolvency legislation and professional guidance.

Who can witness a declaration of solvency?

As a statutory declaration, it must be witnessed by an authorised person.

This may include:

• A solicitor
• A notary public
• A commissioner for oaths
• A justice of the peace

The witness confirms the identity of the directors and observes the declaration being signed.

Solicitor or notary public?

For UK corporate matters, a solicitor is often sufficient.

However, if the declaration is intended for use overseas, a notary public may be preferred because notarial acts are more widely recognised internationally.

Many foreign authorities specifically request notarised corporate documents.

What happens if a false declaration is made?

Directors should exercise great care before signing a declaration of solvency.

If a declaration is made without reasonable grounds for believing the company can pay its debts, serious legal consequences may arise.

Professional insolvency advice should always be obtained before proceeding.

Using a declaration of solvency abroad

In some circumstances, a statutory declaration of solvency may need to be presented to overseas authorities, foreign courts, international banks or business partners.

Examples include:

• Cross-border liquidations
• Overseas company closures
• International mergers and acquisitions
• Foreign regulatory filings
• International banking matters

In these situations, legalisation may be required.

Apostille for a statutory declaration of solvency

An apostille certificate issued by the Foreign, Commonwealth & Development Office (FCDO) confirms that the signature of the solicitor or notary public is genuine.

The apostille allows the declaration to be recognised internationally in countries that are members of the Hague Apostille Convention.

Apostilled declarations of solvency are frequently used for:

• Overseas corporate transactions
• International insolvency proceedings
• Foreign regulatory compliance
• Cross-border asset transfers
• International business restructuring

Do some countries require embassy legalisation?

Yes.

If the destination country is not a member of the Hague Apostille Convention, additional embassy attestation may be required after the apostille has been issued.

Requirements vary depending on the jurisdiction and purpose of the document.

Fast apostille services for statutory declarations

At Orcap, we assist businesses and professionals throughout the UK with:

• Statutory declaration apostille services
• Declaration of solvency legalisation
• Solicitor certification
• Notarial services
• Same day apostille services
• FCDO apostille UK processing
• Embassy attestation
• Fast apostille and legalisation services

Our team can advise on the correct legalisation route for corporate documents intended for international use.

Need a statutory declaration of solvency apostilled?

If you require a declaration of solvency for use overseas, Orcap can help.

Contact our team today for expert assistance with apostille certificates, embassy legalisation and international corporate document legalisation.