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Winding up of Company or LLP

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An inactive or dormant company can be wound up to avoid annual compliance formalities and penalty for non-compliance. Registration karwalo offers winding up of a company or LLP.

Winding up of Company or LLP

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Meaning of Winding up

Winding up” means winding up under this Act or liquidation under the insolvency and bankruptcy code,


Purpose of winding up

The main purpose of winding up of a company is to realize the assets and pay the debts of the company expeditiously and fairly in accordance with the law.
However, the purpose must not be exploited for the benefit or advantages of any class or person entitled to submit petition for winding up of a company.


Effect of winding up

  1. The administrative machinery of the company gets changed as the administration is transferred in the hands of the liquidator.
  2. Even after commencement of the winding up, the property and assets of the company belong to the company until dissolution takes place.


Winding up of company
  • The company is unable to pay its debts.
  • The company has by special resolution resolved that the company be wound up by the Tribunal.
  • The company has acted against the interest of the sovereignty and integrity of India, the security of the State, friendly relations with foreign states, public order, decency or morality.
  • The Tribunal has ordered the winding up of the company under Chapter XIX.
  • If the company has not filed financial statements or annual returns for the preceding five consecutive financial years.
  • If the Tribunal is of the opinion that it is just and equitable that be company should be wound up.
  • If the affairs of the company have been conducted in a fraudulent manner or the company was formed for fraudulent and unlawful purposes or the persons concerned in the formation or management of its affairs have been guilty of fraud, misfeasance or misconduct in connection therewith and it is proper that the company be wound up.


  • Conduct a board meeting with 2 Directors and thereby pass a resolution with a declaration given by directors that they are of the opinion that company has no debt or it will be able to pay its debt after utilizing all the proceeds from sale of its assets.
  • Issues notices in writing for calling of a General Meeting proposing the resolution along with the explanatory statement.
  • In General Meeting pass the ordinary resolution for the purpose of winding up by ordinary majority or special resolution by 3/4th majority
  • Conduct a meeting of creditors after passing the resolution, if majority creditors are of the opinion that winding up of the company is beneficial for all parties then the company can be wound up voluntarily.
  • Within 10 days of passing the resolution, file a notice with the registrar for appointment of liquidator.
  • Within 14 days of passing such resolution, give a notice of the resolution in the official gazette and also advertise in a newspaper.
  • Within 30 days of General meeting, file certified copies of ordinary or special resolution passed in general meeting.
  • Wind up the affairs of the company and prepare the liquidators account and get the same audited.
  • Conduct a General Meeting of the company.
  • - In that General Meeting pass a special resolution for disposal of books and all necessary documents of the company, when the affairs of the company are totally wound up and it is about to dissolve.
  • - Within 15 days of final General Meeting of the company, submit a copy of accounts and file an application to the tribunal for passing an order for dissolution
  • If the tribunal is of the opinion that the accounts are in order and all the necessary compliances have been fulfilled, the tribunal shall pass an order for dissolving the company within 60 days of receiving such application.
  • The appointed liquidator would then file a copy of order with the registrar.
  • After receiving the order passed by tribunal, the registrar then publish a notice in the official Gazette declaring that the company is dissolved.


Winding up of LLP

An LLP may be wound up in the following circumstances

  1. If LLP decides it should be wound up
  2. If the number partners of LLP is reduced below.2 for a period of more than 6  months
  3. If LLP is unable to pay debts
  4. If LLP has acted against the sovereignty and integrity of India
  5. If LLP has made default in filing financial disclosure for five consecutive 5 financial years
  6. If tribunal is of opinion that is should be wound up


                   For Any other Query then Please contact Registration Karwalo Team


Winding up of Company or LLP
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