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Winding up

What does the term “Winding up” mean?

The process described in Section 270 of the 2013 Companies Act that ends a company's existence is called "winding up." A corporation may be voluntarily wound up or by a court order, which dissolves the firm and ends its existence as a legal entity.

What is a reason behind winding up a company?

  • To end a corporation's existence in order to sell off its assets and settle its debts
  • A company’s existence doesn't end until it is dissolved
  • The company's administration is in the hands of the liquidator, who assists in resolving the company's responsibilities by paying off any outstanding debts

Who may file a petition for a company's winding up?

  • By a business.
  • Anyone from the contributors
  • The Companies Registrar.
  • Any individual that the Central Government has authorized for such a purpose
  • By the central government in accordance with Companies Act Section 271.

What are the different ways to dissolve a company?

Two methods can be used to dissolve a company-

  • Tribunal ordered winding up
  • Voluntary dissolution

What are the different situations in which a company may be wound up by a Tribunal?

Under Section 272 of the Companies Act, a company, contributors, creditors, the ROC, the Central or state government, or any other person may submit a petition for the winding up of the business if-

  • When a tribunal determines that winding up a firm is just and fair;
  • If the business is bankrupt and unable to pay its debts;
  • If the majority of the members vote in favour of dissolving the corporation in a special resolution;
  • If a corporation has harmed any relationships with foreign nations or done something that is against the sovereignty and interests of the nation;
  • If a corporation hasn't submitted financial statements to the Registrar of Companies for several years in a row
  • If the firm has been ordered to be dissolved pursuant to Chapter XIX of the 2013 Companies Act.
  • If the company is conducting business for dishonest or illegal reasons, or if the founders of the company are determined to have engaged in dishonesty, malfeasance, or misconduct.
  • The tribunal has the authority to dismiss the petition, assess costs, issue a temporary order, or appoint a liquidator to manage the company's operations while the petition for winding up is pending or until the business is finally dissolved.

What services does Estabizz provide for company winding up?

    The following is a list of our whole range of end-to-end solutions-
  • complete services for company winding up.
  • We are experts at completing corporation dissolution.
  • We will contact you via disbarred attorneys that practice in this area.
  • Our Experts will walk you through the process and give you a thorough list of the necessary paperwork.
  • We'll check the papers you give us. We'll write and submit a petition for the dissolution of the company.
  • Free consultations are available for any questions you may have regarding wrapping up.
  • You won't encounter any difficulties when you complete your company's winding up.
  • Any fee, stamp duty, and other expenses must be paid separately.
  • Please get in touch with us if you have any questions about winding up a company or anything else. Also contact us by asking a question on our website if you want to use any of the aforementioned services.

How can I wind up voluntarily?

    A special resolution can be passed by the company's members to voluntarily dissolve the business if-
  • The company's incorporation objective has been achieved as stated in the articles of incorporation, or
  • Upon expiration of its term as of the incorporation period
  • When a firm is solvent and able to pay its debts in full and does not have to consult its creditors, members may choose to wind it up voluntarily.

Is there a prerequisite for submitting a petition for voluntary winding up?

Within five weeks of passing the resolution for winding up, the company's directors must declare that the company is solvent. This declaration must be accompanied by a statement of assets and liabilities as of the date of the declaration, as well as an audit report stating that the company has paid all outstanding debts and is not being wound up fraudulently. The Registrar of Companies must receive this declaration.

What are the different steps for a company's voluntary winding up?

  • General meeting- Before making a declaration, the company's board of directors must hold a Board Meeting. Directors are obliged to certify that the company is solvent, that there are no outstanding debts as of the current date, or that all outstanding debts have been paid. Additionally, it must state that there was no fraud involved in the company's closure.
  • Fixing the date- The board of directors must set the date, time, and location for the general meeting.
  • Issuing the notice- After determining the date and time of the general meeting, the board of directors must issue the notice.
  • Special resolution- In order to wind up the firm, a special resolution must be approved by all of the members and creditors. The company may be voluntarily wound up if two-thirds of the members believe that doing so is necessary to protect the interests of all parties. If not, the company must submit an application to the tribunal.
  • Notice of resolution- Within 10 days of the passing of the special resolution, the company must file a notice of resolution with the Registrar of Companies.
  • Newspaper publication- The corporation must print the notice in a prominent newspaper distributed near its registered office within 14 days of passing the resolution.
  • Filing of certified copies- The company must file certified copies of any special resolutions adopted at general meetings within 30 days of the meeting.
  • Liquidator Account- The company must compile and have audited the liquidator’s account.
  • Final Board Meeting- The business must call the final general meeting and adopt a special resolution authorizing the destruction of the company's records of accounts.
  • Application to Tribunal- Within two weeks following the final general meeting, the company must file an application to the Tribunal together with a copy of the account statement.
  • Final decision- Within 60 days of filing an application, the tribunal may issue an order for the dissolution of the corporation if it is satisfied with the documents filed and that all requirements have been met.
  • Record of ROC- The company liquidator must submit a copy of the order to the Registrar of Companies.
  • Gazette publication- To announce the company's dissolution, the Registrar of Companies must publish a notice in the official gazette.

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