Procedure to wind up firm
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Steps for Voluntary Winding up of a Company
The following are the steps for initiating a voluntary winding up of a Company:
Step 1: Convene a Board Meeting with two Director or by a majority of Directors. Pass a resolution with a declaration by the Directors that they have made an enquiry into the affairs of the Company and that, having done so, they have formed the opinion that the company has no debts or that it will be able to pay its debts in full from the proceeds of the assets sold in voluntary winding up of the company. Also, fix a date, place, time agenda for a General Meeting of the Company after five weeks of this Board Meeting.
Step 2: Issue notices in writing calling for the General Meeting of the Company proposing the resolutions, with suitable explanatory statement.
Step 3: In the General Meeting, pass the ordinary resolution for winding up of the company by ordinary majority or special resolution by 3/4 majority. The winding up of the company shall commence from the date of passing of this resolution.
Step 4: On the same day or the next day of passing of 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.
Step 5: Within 10 days of passing of resolution for winding up of company, file a notice with the Registrar for appointment of liquidator.
Step 6: 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.
Step 7: 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.
Step 8: Wind up affairs of the company and prepare the liquidators account of the winding up of the company and get the same audited.
Step 9: Call for final General Meeting of the Company.
Step 10: 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.
Step 11: 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.
Step 12: If the Tribunal is satisfied, the Tribunal shall pass an order dissolving the company within 60 days of receiving the application.
Step 13: The company liquidator would then file a copy of the order with the Registrar.
Step 14: The Registrar, on receiving the copy of the order passed by the Tribunal then publish a notice in the Official Gazette that the company is dissolved.
For winding up of a company, visit IndiaFilings.com. IndiaFilings is an expert in incorporation and winding up of private limited company, Limited Liability Partnership, One Person Company and Limited Company in India.
The following are the steps for initiating a voluntary winding up of a Company:
Step 1: Convene a Board Meeting with two Director or by a majority of Directors. Pass a resolution with a declaration by the Directors that they have made an enquiry into the affairs of the Company and that, having done so, they have formed the opinion that the company has no debts or that it will be able to pay its debts in full from the proceeds of the assets sold in voluntary winding up of the company. Also, fix a date, place, time agenda for a General Meeting of the Company after five weeks of this Board Meeting.
Step 2: Issue notices in writing calling for the General Meeting of the Company proposing the resolutions, with suitable explanatory statement.
Step 3: In the General Meeting, pass the ordinary resolution for winding up of the company by ordinary majority or special resolution by 3/4 majority. The winding up of the company shall commence from the date of passing of this resolution.
Step 4: On the same day or the next day of passing of 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.
Step 5: Within 10 days of passing of resolution for winding up of company, file a notice with the Registrar for appointment of liquidator.
Step 6: 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.
Step 7: 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.
Step 8: Wind up affairs of the company and prepare the liquidators account of the winding up of the company and get the same audited.
Step 9: Call for final General Meeting of the Company.
Step 10: 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.
Step 11: 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.
Step 12: If the Tribunal is satisfied, the Tribunal shall pass an order dissolving the company within 60 days of receiving the application.
Step 13: The company liquidator would then file a copy of the order with the Registrar.
Step 14: The Registrar, on receiving the copy of the order passed by the Tribunal then publish a notice in the Official Gazette that the company is dissolved.
For winding up of a company, visit IndiaFilings.com. IndiaFilings is an expert in incorporation and winding up of private limited company, Limited Liability Partnership, One Person Company and Limited Company in India.
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Procedure for Winding Up
1. The majority of directors (or both, in case there are two directors) should convene a board meeting at which the directors should declare that the company has no debts or that its debts can be repaid from the proceeds of the winding up of the company. Finally, a date, time and agenda should be fixed for a general board meeting five weeks from the board meeting and issue notices for this meeting, giving suitable explanation.
2. On the day of the general board meeting, pass an ordinary resolution with ordinary majority or special resolution with 3/4th majority. Immediately, the directors must meeting with the creditors of the company. If 2/3rds, in value terms, of creditors agree to the winding up of the firm, it may be wound up voluntarily. If not, a Tribunal will have to wind up the company.
3. Within 10 days of passing the resolution, the Registrar of Companies will need to be informed, to appoint a liquidator. The powers of the directors would devolve upon this person and he would be primarily responsible for accumulating all the assets of the company and paying off its debts. The surplus would then be distributed among the members.
4. 14 days from the passing of the resolution, notice of the resolution would need to be given in the Official Gazette and an advertisement in the district where the registered office is present.
5. Within 30 days from the passing of the resolution, a statement of accounts has to be prepared, stating that there are no assets and liabilities except share capital and profit and loss debit balance. An affidavit and indemnity needs to be executed by all directors. If there is any unsecured loan, a waiver letter should be submitted.
6. Call for the General Board Meeting, at which a special resolution will be passed for disposal of accounts.
7. Within two weeks, file the accounts and special resolution with the Registrar. If the Registrar is satisfied, it will pass an order stating that the company be wound up within 60 days.
1. The majority of directors (or both, in case there are two directors) should convene a board meeting at which the directors should declare that the company has no debts or that its debts can be repaid from the proceeds of the winding up of the company. Finally, a date, time and agenda should be fixed for a general board meeting five weeks from the board meeting and issue notices for this meeting, giving suitable explanation.
2. On the day of the general board meeting, pass an ordinary resolution with ordinary majority or special resolution with 3/4th majority. Immediately, the directors must meeting with the creditors of the company. If 2/3rds, in value terms, of creditors agree to the winding up of the firm, it may be wound up voluntarily. If not, a Tribunal will have to wind up the company.
3. Within 10 days of passing the resolution, the Registrar of Companies will need to be informed, to appoint a liquidator. The powers of the directors would devolve upon this person and he would be primarily responsible for accumulating all the assets of the company and paying off its debts. The surplus would then be distributed among the members.
4. 14 days from the passing of the resolution, notice of the resolution would need to be given in the Official Gazette and an advertisement in the district where the registered office is present.
5. Within 30 days from the passing of the resolution, a statement of accounts has to be prepared, stating that there are no assets and liabilities except share capital and profit and loss debit balance. An affidavit and indemnity needs to be executed by all directors. If there is any unsecured loan, a waiver letter should be submitted.
6. Call for the General Board Meeting, at which a special resolution will be passed for disposal of accounts.
7. Within two weeks, file the accounts and special resolution with the Registrar. If the Registrar is satisfied, it will pass an order stating that the company be wound up within 60 days.
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