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Winding Up of Private Limited Company

Winding up, also known as liquidation, involves the process of collecting and selling a company’s assets to settle its debts. When a private limited company decides to wind up, it essentially removes its name from the records of ROC.

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Winding Up of Private Limited Company

The process of liquidation is initiated by a private limited company to close its business. This decision can stem from various reasons such as insolvency or the company’s unwillingness to continue its operations. Liquidation involves selling off the company’s assets to settle its obligations and repay its liabilities, ultimately leading to the dissolution of the company.

If a company fails to fulfill its compliance obligations, it can face fines, penalties, or even disqualification of its directors from incorporating another entity. Therefore, it’s advisable for companies to wind up promptly when they become inactive or insolvent. Winding up entails ceasing all business activities, liquidating assets, and distributing the proceeds among shareholders.

Benefits of Winding Up of Private Limited Company

  • Relief from duties and debts after liquidation
  • Avoidance of legal actions
  • Lower liquidation costs
  • Termination of lease agreements
  • Benefits to creditors

Reasons for Winding Up of a Private Limited Company

  • Unpaid debts
  • Special resolution passed for winding up
  • Illegal or fraudulent acts
  • Default in filing annual accounts
  • Tribunal’s decision
  • Company’s voluntary decision

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How to start Private Limited Company Closure with CertifiactionsBay?

Follow the steps below to Wind up you Private Limited Company with CertificationsBay experts support.

Documents Required for Winding Up of the Company

  • Consent of creditors
  • Indemnity bond
  • Statement of assets and liabilities
  • Affidavit from directors
  • Special resolution
  • Digital signatures
  • PAN and Aadhar Card of directors
  • Consent letter from directors
  • Statement of pending litigation
  • NOC from Income Tax Department

Our Team will help you prepare the required documents. Documents requirements varies depending on business model. Contact our team for guidance.

Procedure for Winding Up of a Private Limited Company

Winding up a private limited company can be executed through two primary processes:

1. Voluntary Winding Up
2. Compulsory Winding Up (by the NCT)

Voluntary Winding Up of a Private Limited Company

Voluntary winding up hinges upon the shareholders’ decision. It can be initiated by passing either a special resolution or a resolution during a general meeting of the company. The decision to wind up can be triggered by the expiration of the time period stated in the Articles of Association (AOA) or the occurrence of an event specified for dissolution.

Voluntary winding up can take two forms:

Member’s Voluntary Winding Up:

– The directors of the private limited company affirm the solvency of the company through a declaration presented on affidavit. This declaration must be made within five weeks preceding the date of the resolution for winding up.
– The declaration, along with the latest profit/loss statement, balance sheet, and statement of assets and liabilities, is submitted to the Registrar of the Company.
– Subsequent steps include formal declaration by the Registrar, appointment of a liquidator, collection of assets, and settlement of debts.

Creditor’s Voluntary Winding Up:

– If the directors fail to declare solvency, the company is presumed insolvent. In this case, creditors convene to pass a resolution for winding up.
– Steps involve passing a winding-up resolution in a general meeting, convening a creditors’ meeting, appointing liquidators, and incorporating a Committee of Inspection.

Procedure for Voluntary Winding Up:

  1. Directors declare solvency in a board meeting, verifying through an affidavit that the company can clear all debts. The date of the general meeting should be set five weeks from the board meeting.
  2. Notice regarding the meeting date is issued by the director(s).
  3. Either an ordinary resolution passed in the general meeting or a special resolution passed with a 3/4th majority initiates the process.
  4. If creditors agree, notification is sent to the Registrar of the Company within ten days of the resolution.
  5. Registrar appoints a Liquidator.
  6. Liquidator prepares a report, requests the company to file a statement of accounts in a general meeting, and sends the report to the Tribunal within 14 days.
  7. Tribunal orders dissolution within 60 days.
  8. Liquidator forwards the order copy to the Registrar within 30 days.
  9. Registrar publishes the winding-up order in the Official Gazette.

 

Compulsory Winding Up of a Private Limited Company

Compulsory winding up occurs when the company is engaged in fraudulent or unlawful activities. The National Company Tribunal or court handles the process.

Procedure for Compulsory Winding Up:

  1.  A petition, accompanied by a statement of affairs, is filed.
  2. The tribunal/court scrutinizes the petition’s credibility before acceptance or rejection.
  3. A liquidator is appointed.
  4. The liquidator assesses company assets, examines accounts, and prepares a draft report.
  5. The report is submitted to the winding-up Committee for approval, then to the Tribunal/court.
  6. Once the order is passed, the liquidator informs the Registrar within 30 days.
  7. Registrar approves winding up and strikes off the company from the Register of Companies.
  8. Notice for publication of winding up in the Official Gazette is issued.

Companies (Winding-Up) Rules 2020

Under the Companies Act 2019, the Ministry of Corporate Affairs introduced the Companies (Winding-Up) Rules 2020. These rules streamline the winding-up procedure under Section 271 and Summary Procedure for Winding Up under Section 361 of the Act, effective from April 1, 2020. The rules provide formats for various forms required in the process.

How We Assist You in winding-up Private limited Company?

  • We will help you ensure that all necessary documentation is in order to facilitate a smooth registration process.
  • We will assist you in filling the application form.
  • We will ensure to monitor the status of your  application and keep you informed of its progress.
  • We will work closely with officials to ensure timely follow-up and resolution of any issues that may arise during the Closure process.
  • If requested by the authorities, we will provide assistance to help you meet any additional requirements necessary.
  • We will directly liaise with the relevant authorities to ensure that all requirements for Business Closure are fulfilled in a timely and efficient manner.
  • We are committed to providing you with the most satisfactory solutions to any concerns or queries you may have regarding the Business Closure process.

CertificatonsBay has a team of legal professionals who deal with these issues, give our clients the right advice without distorting the truth, and deliver the certificate and license within a reasonable time. Connect with CertificationsBay today to avail our quality services.

FAQs on Winding-up Private Limited Company :

What is the difference between striking off and winding up a company?

Striking off is a simpler process for inactive companies that haven't commenced business or haven't been operational for a long time. Winding up is a more formal and complex procedure for dissolving a company and settling its affairs.

What are the different modes of winding up a private limited company?

There are two main modes:Voluntary Winding Up: Initiated by the company or its shareholders. It can be members' voluntary (shareholder initiated) or creditors' voluntary (creditor initiated).Compulsory Winding Up: Ordered by the National Company Law Tribunal (NCLT) due to various reasons like insolvency, fraud, or defaulting on government filings.

What are the steps involved in voluntary winding up?

The general steps involved in voluntary winding up include:* Passing a special resolution by the board and shareholders for winding up. * Appointing a liquidator to oversee the process. * Settling the company's debts and realizing its assets. * Distributing the remaining assets among shareholders after settling liabilities. * Filing necessary forms with the Registrar of Companies (ROC).

What are the roles and responsibilities of a liquidator?

The liquidator is a court-appointed official responsible for overseeing the winding-up process. Their responsibilities include:* Identifying and valuing the company's assets. * Settling the company's debts. * Distributing the remaining assets to shareholders. * Filing necessary reports with the ROC.

What are the costs associated with winding up a company?

The costs involved will depend on the complexity of the process and factors like the number of creditors and assets. It may include government filing fees, liquidator's fees, legal fees, and advertisement costs.

How long does it take to wind up a company?

The timeframe for winding up a company can vary significantly depending on the complexity of the case. Voluntary winding up can take several months, while compulsory winding up can take years.

What is the summary procedure for liquidation?

The summary procedure provided by the Companies (Winding-Up) Rules 2020 is that the Company can directly apply to the Central Government for its Winding Up instead of a Tribunal.

What is the benefit of the Companies (Winding-Up) Rules 2020?

The Companies (Winding-Up) Rules 2020 is enforced for reducing the burden of the National Company Tribunal as it has enabled the summary procedure for liquidation of the Company's assets.

What should be the language of the advertisement of the petition?

The petition should be advertised in the regional language of that area as well as in the English language.

What are the main reasons companies wind up?

A company decides to wind up mostly when it is not active, or it is failing to fulfil the business compliances.

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