Winding Up of Company
- Art Teacher
- London, UK
- 5-7 Hrs
The Winding Up of a Company is a formal legal process that goes beyond simply shutting down operations—it involves settling debts, liquidating assets, paying creditors, and distributing any surplus among shareholders before the company’s name is officially removed from the records of the Registrar of Companies (ROC). Depending on the circumstances, company winding up can be either Voluntary Winding Up, initiated by members, or Compulsory Winding Up, directed by the National Company Law Tribunal (NCLT). A liquidator is appointed to take charge of the company’s assets, clear liabilities, and ensure compliance with all statutory requirements. When done systematically, the process not only prevents future legal complications but also protects directors from liability. At Aarthika Globcorp Solutions, we provide expert assistance in Company Winding Up Services in India, ensuring a smooth, compliant, and hassle-free closure for businesses of all sizes.
Documents Required
- Board Resolution for winding up
- Special Resolution passed by shareholders
- Declaration of Solvency (in case of voluntary winding up)
- List of creditors with amounts due
- Statement of affairs of the company
- Audited financial statements up to the winding-up date
- Consent of Liquidator (Form DIR-12, MGT-14 as applicable)
- Affidavits and Indemnity Bonds from directors
- Proof of filing with ROC (Form GNL-2, STK-2, as applicable)
- Copy of public notice of winding up (if required)
Process
- Hold a Board Meeting to approve winding up and call a General Meeting.
- Pass a Special Resolution in the General Meeting.
- File resolution with ROC in Form MGT-14.
- Make a Declaration of Solvency (Form GNL-2) with audited financials.
- Appoint an Official Liquidator.
- Liquidator releases assets, pays creditors, and prepares final accounts.
- File final accounts and report to NCLT/ROC.
- Company’s name struck off from the ROC register.
- Petition filed by company/creditors/government.
- NCLT issues winding-up order and appoints a liquidator.
- Liquidator takes control of assets, settles liabilities.
- Reports submitted to NCLT for final dissolution order.
- ROC removes the company’s name.
Striking off removes a defunct or inactive company from the register with minimal assets/liabilities, while winding up is a formal process involving liquidation of assets and settlement of liabilities for active companies.
Any company, creditor, or contributory (shareholder), and certain authorized persons can file for compulsory winding up.
Voluntary winding up can take 6–12 months; NCLT winding up may take 1–3 years.
A Declaration of Solvency is a statement by directors confirming the company can pay its debts in full within 12 months, essential for voluntary winding up.
In voluntary winding up, the liquidator is appointed by the company’s shareholders or members through a resolution.