companyliquidator.gov.in Procedure For Voluntary Winding Up : Ministry Of Corporate Affairs

Organization : Ministry Of Corporate Affairs
Facility : Procedure For Voluntary Winding Up

Home Page :http://www.companyliquidator.gov.in/index.html
Procedure here : http://www.companyliquidator.gov.in/winding_up_3.html

Procedure For Voluntary Winding Up :
A company may, voluntary wind up its affairs, if it is unable to carry on its business, or if it was formed only for a limited purpose, or if it is unable to meet its financial obligation, and etc.

A company may voluntary wind up itself, under any of the two modes :
** Members voluntarily winding up.
** Creditors voluntarily winding up.

A company may voluntarily wind up itself, either by passing :
An ordinary resolution, where the purpose for which the company was formed has completed, or the time limit for which the company was formed, has expired.

Members Voluntarily Winding Up :
** Directors of the company shall call for a Board of Directors Meeting, and make a declaration of winding up, accompanied by an Affidavit, stating that;
** The company has no debts to pay, or
** The company will repay it’s debts; if any, within 3 years from the commencement of winding up, as specified in declaration (488)

Who Shall Carry Out The Winding Up Procedure & What Shall Be The Procedure :
** The Company shall appoint one or more liquidators, in a general meeting, who shall look after the affair of winding up procedure, and distribution of assets. [490 (1)]
** The liquidator so appointed, shall be paid remuneration for his services, which shall also be fixed in general meeting [490 (2)]
** The Company shall also give notice of appointment of liquidator to the registrar within ten days of appointment (493)

When Affairs Of The Company Are Fully Wound Up :
** Call a general meeting of the members of the company, a lay before it, complete picture of accounts, wining up procedure and how the properties of company are disposed of.
** The meeting shall be called by advertisement, specifying the time, place and object of the meeting.
** The liquidator shall send to, the Registrar and official Liquidator copy of account, within one week of the meeting.

Creditors Voluntarily Winding Up :
** Where the resolution for winding up has been passed, but the Board of Directors are not in a position to give a declaration on the liability of company, they may call a meeting of creditors, for the purpose of winding up. (500)
** Whatever resolution, the company passes in creditor’s meeting, shall be given to the Registrar within ten days of its passing. (501)

Note :
** The remuneration of liquidator shall be fixed by the creditors, or by the court. (504)
** On appointment of liquidator, all the power of Board of Directors shall cease. (505)
** In case, the winding up procedure, takes more than one year, then he will have to call a general meeting