The closure of a company can be voluntarily done by the members in two ways:
E-Tax Voluntary Closure Services
- By passing an ordinary resolution in general meeting on expiry of duration for which it was formed, or occurrence of any event provided by articles for dissolution, or
- By passing a special resolution for winding up voluntarily
Process of Voluntary Closure
- Preparation of necessary documents for voluntary winding up
- Drafting of documents required to call and hold the required meetings like notice of meetings, certified true copy of resolutions and declarations
- Preparing and filing an application for voluntary winding up with Tribunal
- Making representation before Tribunal for Obtaining the dissolution order
- Filing of ROC forms along with necessary documents for winding up of company, appointment of liquidator and final dissolution
- Convene a Board Meeting for fixation of the general meeting and approval of voluntary winding up, liquidator’s appointment, declaration of solvency.
- Issue notices for the General Meeting of the Company proposing the winding up resolution, with suitable explanatory statement.
- In General Meeting pass the resolution for winding up with required majority
- Conduct a meeting of creditors and present declaration of solvency before them
- In meeting, obtain consent of at least 2/3rd creditors approving the voluntary winding up
- Within 10 days of passing the winding up resolution, file Form GNL-2 for intimating the Declaration of Solvency and Appointment of Liquidator with the Registrar
- Within 14 days of passing the winding up resolution, make a Public Announcement in Official Gazette and Newspaper where registered office is located
- Within 30 days of passing the winding up resolution, file certified copy of board resolution and resolution passed in the General Meeting with ROC in Form MGT-14
- Within 30 days of passing the winding up resolution, intimate the Income Tax Department and obtain NOC
- Liquidator will carry out the winding up proceedings and prepare a final report on the realization of assets, properties and disposal of debts and credits
- Call a final general meeting and present the liquidators report on wind up affairs and pass a resolution for final dissolution
- File a copy of the final report and resolutions to the ROC in GNL-2 and MGT-14
- Make an application to the Tribunal for passing an order of dissolution of the company.
- Tribunal shall pass an order of dissolution within 60 days of the application
- File copy of the final order of Tribunal with the ROC.
- On receiving the copy of Tribunal, Registrar will publish a notice of company’s dissolution in the Official Gazette