Remedies for non filing of roc returns for 4 years -
This query is : Resolved
Querist : Anonymous
Querist :
Anonymous
(Querist)
15 February 2014
A company has not filed its ROC returns for 4 years and does not have any operations.
How can the company be closed?
The company does not wish to file the returns.
How can the company be closed?
The company does not wish to file the returns.
17 February 2014
you can go for Voluntary winding up (by the shareholders) of the company.
Querist : Anonymous
Querist :
Anonymous
(Querist)
17 February 2014
Can you please explain the procedure.
21 July 2025
Sure! Here’s a simple explanation of the procedure for voluntary winding up of a company that has not filed ROC returns for 4 years and has no operations:
Voluntary Winding Up Procedure for a Dormant Company
Step 1: Board Meeting
Hold a Board Meeting to pass a resolution to initiate the voluntary winding up process.
Appoint a Liquidator who will oversee the winding up process.
Step 2: Shareholders’ Meeting
Convene an Extraordinary General Meeting (EGM) of shareholders.
Pass a special resolution for voluntary winding up of the company.
Step 3: Declaration of Solvency
The directors must file a Declaration of Solvency stating the company’s ability to pay its debts within 12 months.
This must be filed with the Registrar of Companies (ROC).
Step 4: Filing with ROC
File the special resolution and the declaration of solvency with ROC within 30 days of the EGM.
Step 5: Public Notice
Publish a public notice of the winding up in the official gazette and a newspaper circulated in the district where the registered office is located.
Step 6: Liquidator’s Role
The liquidator takes control of the company, settles liabilities, and disposes of company assets.
If there are no assets or liabilities (since the company is dormant), the liquidator prepares a final report.
Step 7: Final Meeting and Dissolution
The liquidator calls a final meeting of the shareholders.
After the meeting, the liquidator files a final return with the ROC.
ROC strikes off the company from the register, and the company ceases to exist.
Important Notes:
Even if the company has no operations, ROC filing compliance is mandatory till the company is officially dissolved.
If ROC filings have not been made for 4 years, the company may face penalties — so it’s best to start the winding-up process soon.
Alternatively, if the company is dormant, it can be converted to a Dormant Company under section 455 of the Companies Act and later closed.
Voluntary Winding Up Procedure for a Dormant Company
Step 1: Board Meeting
Hold a Board Meeting to pass a resolution to initiate the voluntary winding up process.
Appoint a Liquidator who will oversee the winding up process.
Step 2: Shareholders’ Meeting
Convene an Extraordinary General Meeting (EGM) of shareholders.
Pass a special resolution for voluntary winding up of the company.
Step 3: Declaration of Solvency
The directors must file a Declaration of Solvency stating the company’s ability to pay its debts within 12 months.
This must be filed with the Registrar of Companies (ROC).
Step 4: Filing with ROC
File the special resolution and the declaration of solvency with ROC within 30 days of the EGM.
Step 5: Public Notice
Publish a public notice of the winding up in the official gazette and a newspaper circulated in the district where the registered office is located.
Step 6: Liquidator’s Role
The liquidator takes control of the company, settles liabilities, and disposes of company assets.
If there are no assets or liabilities (since the company is dormant), the liquidator prepares a final report.
Step 7: Final Meeting and Dissolution
The liquidator calls a final meeting of the shareholders.
After the meeting, the liquidator files a final return with the ROC.
ROC strikes off the company from the register, and the company ceases to exist.
Important Notes:
Even if the company has no operations, ROC filing compliance is mandatory till the company is officially dissolved.
If ROC filings have not been made for 4 years, the company may face penalties — so it’s best to start the winding-up process soon.
Alternatively, if the company is dormant, it can be converted to a Dormant Company under section 455 of the Companies Act and later closed.
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