defunct company - procedure


24 November 2009

Dear members,

Kindly give me the procedure for declaring a private ltd company( voluntarily initiated by the company) defunct under Section 560 of the Companies Act, 1956 ?

What is the liability of directors after the co. being declared defunct?

thanks & regards,


B.Chackrapani Warrier (Expert)
24 November 2009

1) Make sure that the company's status is 'active'by checking master data in MCA 21 portal
2) e-File all the pending returns.
3) Obtain no liabilty certificate from Income tax department.
4) Obtain no liability certificate from sales tax department.
5) Prepare a NIL balance sheet not prior to 30 days from the date of 560 application. The said balance sheet should not contain other than acumulated loss in the asset side and capital and unsecured loans from directors on the liability side.
6) Waiver letter in non judicial stamp paper from directors agreeing to waive the above said loan.
7) Affidavit in non judicial stampaper stating that future liability after the name is struck off will be met by the directors.
8) To prepare a detailed application stating the reasons for moving petition u/s 560.
9) All the above documents should be presented for veting.
10)Documents as in 3 to 8 herein above should be attached to e-form 61.
11) After e-filing physical copy should be handed over to ROC.
12) ROC will invite objections against winding up.
13) If no objection is received the name will be stuck off and certificate will be issued.
14) If action against 560(6) is not taken up with in 20 years the name is permanently removed from ROC's register.

Rajeswar (Querist)
01 December 2009

Dear Sir,

Many thanks for ur reply.

The shares of the above company are not fully paid up. Should the shares be fully paid up before voluntarily applying for declaring as defunct co. to ROC or can the co. produce a disclaimer certificate for the unpaid share capital?


raja rajeswari

B.Chackrapani Warrier (Expert)
08 December 2009

To my understanding, disclaimer will not serve the purpose.

Rajeswar (Querist)
10 December 2009

Sir if the disclaimer is not the way, should the company make the remaining calls, and make the capital fully paid up before going into this process? Does Form 2 need to be filed for such allotment ?

plz do clarify



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