A company can be wound up in two
different ways-
- Voluntary winding up of a Company
- Compulsory winding up of a company
1. Voluntary Winding up of a
Company
The Winding up of a Company can
be done voluntarily by the members of the Company, if :
- The company passes a special resolution for winding
up the Company.
- The Company in general meeting passes a resolution
which requires a company to wind up voluntarily as a result of the expiry
of the period of its duration, any as per the Articles of Association or
on the occurrence of any event in respect of which the articles of
association provide that the company should be dissolved.
Procedure
for Voluntary winding up of a Company
- Convene
a board meeting with the Directors in which a resolution should be passed
with a declaration by the directors that they have made an enquiry in the
affairs of the Company and the company no debts or the Company will pay
from the precedes of the assets sold in the voluntary wind up of the
company.
- Notices
should be issued in writing to call for the general meeting of the Company
proposing the resolutions, with a suitable explanatory statement.
- Pass
the ordinary resolution for winding up of the Company in the generally
meeting by ordinary majority or special resolution by 3/4 majority. The
Winding up of the Company shall commence from the date of passing the
resolution.
- A
meeting of the creditors should be conducted on the same day or the next
day of passing the resolution regarding winding up. If the 2/3rd value of
the creditors are of the opinion that it is in interest of all parties to
windup the Company, the the Company can wound up voluntarily.
- Within
10 days of passing the resolution for company winding up , a notice for
appointment of liquidator must be filed with the registrar.
- Within
30 days of the general meeting for the winding up the certified copies of
the ordinary or special resolution passed in the general meeting for the
winding up of the Company.
- The
affairs of the company need to be wind up and prepare the liquidators
account of the Winding up account and to get it audited.
- Call
for the final General meeting of the Company.
- A
special resolution should be passed for the disposal of the books and the
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 the general meeting of the Company, file a copy of the
accounts and file and the application to the tribunal for passing an order
for the dissolution of the company.
- The
tribunal shall pass an order dissolving the company within 60 days of
receiving the application.
- The
company liquidator is required to file a copy of the order with the
registrar.
- The
registrar will then on receiving the copy of the order passed by the
Tribunal then publish a notice in the official gazette that the Company is
dissolved.
2.
Compulsory winding up of a Private Limited Company
Tribunal
is responsible for this kind of wind up of Companies.
Here
are the reasons for the same:
- Unpaid
debts of a Company
- When
a special resolution is passed fort winding up
- An
unlawful act by a company or the management of the Company
- If
the company is involved in fraudulent acts or misconduct
- If
the annual returns or financial statements are not filed for five
consecutive years with the ROC
- The
Tribunal is of the view that the company should windup.
Procedure
for compulsory winding up of a Company
Step:1 Is to File a petition to the
tribunal along with the statement of the affairs of the Company that is to wind
up.
Step:2 The tribunal will either accept or
reject the petition if the person other than company files a petition then the
tribunal may ask the company to file objection. it goes along with the
statement of affairs within 30 days.
Step:3 Liquidator needs to be appointed by
the tribunal for the winding up process. The liquidator carries out the
function of assisting and monitoring the liquidation proceedings.
Step:4 Liquidator is supposed to prepare a
draft report for approval. when the draft report gets approved he shall submit
the final report to the tribunal for passing the winding up order.
Step:5 It is necessary of the liquidator
to forward a copy to the ROC within 30 days,If he fails to do so then he will
get a penalty.
Step:6 If the ROC finds the draft
satisfactory he then approves the winding up of the Company and the name of the
Company is striked from the register of Companies.
Step:7 ROC sends notice for Publication in
the official gazette of India