Procedure for Voluntary Winding up of a Company
The following are the steps for initiating a voluntary winding up of a Company:
Conduct a Board Meeting with minimum two Directors or by a majority of Directors. Pass a resolution with a declaration by the Directors as required under the Companies Act, 2013. Also, fix a date, place, time agenda for a General Meeting of the Company after five weeks of this Board Meeting.
Send Notice for calling the General Meeting of the Company proposing the resolutions, with explanatory statement.
In the General Meeting, pass the ordinary resolution for winding up of the company by ordinary majority or special resolution by ¾ majority. The winding up of the company shall commence from the date of passing of this resolution.
Now pass a resolution of winding up of the Company, conduct a meeting of the Creditors. If two thirds in value of creditors of the company are of the opinion that it is in the interest of all parties to wind up the company, then the company can be wound up voluntarily. If the company cannot meet all its liabilities on winding up, then the Company must be wound up by a Tribunal.
Within 10 days of passing of resolution for winding up of company, file a notice with the Registrar for appointment of liquidator.
Within 14 days of passing of resolution for winding up of company, give a notice of the resolution in the Official Gazette and also advertise in a newspaper with circulation in the district where the registered office is present.
Within 30 days of General Meeting for winding up of company, file certified copies of the ordinary or special resolution passed in the General Meeting for winding up of the company.
Prepare the liquidators account of the winding up of the company and get the same audited.
Call for final General Meeting of the Company.
Pass a Special Resolution for disposal of the books and papers of the company when the affairs of the company are completely wound up and it is about to be dissolved.
Within two weeks of final General Meeting of the Company, file a copy of the accounts and file and application to the Tribunal for passing an order for dissolution of the company.
If the Tribunal is satisfied, the Tribunal shall pass an order dissolving the company within 60 days of receiving the application. The company liquidator would then file a copy of the order with the Registrar.
The Registrar, on receiving the copy of the order passed will publish a notice in the Official Gazette that the company is dissolved.