Winding up of company
This query is : Resolved
19 December 2014
Any one guide me on winding up of company as per new Companies Act
22 December 2014
Winding-up
• Chapter XX of the 2013 Act consisting of sections 270 to 365, deals with the provisions of winding-up of companies. The 1956 Act
prescribes three modes of winding-up. This includes the following:
- By the court
- Under the supervision of the court
- Voluntary
As against the existing modes of winding-up as prescribed by the 1956 Act, the 2013 Act prescribes the following two modes:
- By the Tribunal
- Voluntary
• The 2013 Act does not acknowledge the distinction between members voluntarily winding-up and creditors voluntarily windingup. Additionally, the new grounds for winding-up by Tribunal are as follows:
- In a situation when the company has acted against the interests of sovereignty and integrity of India, the security of the state, friendly relations with foreign states, public order, decency or morality
- Order has been made under Chapter XIX (Revival and Rehabilitation of Sick Companies).
- An application has been made by the ROC or any other person authorised by the central government by a notification under the 2013 Act.
- The tribunal is of the opinion that 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 found guilty of fraud, misfeasance or misconduct in connection therewith, and that it is proper that the company be wound up
- The company has made a default in filing with the ROC, its financial statements or annual returns for immediately preceding five consecutive financial years
• Chapter XX of the 2013 Act consisting of sections 270 to 365, deals with the provisions of winding-up of companies. The 1956 Act
prescribes three modes of winding-up. This includes the following:
- By the court
- Under the supervision of the court
- Voluntary
As against the existing modes of winding-up as prescribed by the 1956 Act, the 2013 Act prescribes the following two modes:
- By the Tribunal
- Voluntary
• The 2013 Act does not acknowledge the distinction between members voluntarily winding-up and creditors voluntarily windingup. Additionally, the new grounds for winding-up by Tribunal are as follows:
- In a situation when the company has acted against the interests of sovereignty and integrity of India, the security of the state, friendly relations with foreign states, public order, decency or morality
- Order has been made under Chapter XIX (Revival and Rehabilitation of Sick Companies).
- An application has been made by the ROC or any other person authorised by the central government by a notification under the 2013 Act.
- The tribunal is of the opinion that 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 found guilty of fraud, misfeasance or misconduct in connection therewith, and that it is proper that the company be wound up
- The company has made a default in filing with the ROC, its financial statements or annual returns for immediately preceding five consecutive financial years
23 December 2014
Thanks Sir. Please provide me detail procedure and documentation for winding up of company.
23 December 2014
Thanks Sir. Please provide me detail procedure and documentation for winding up of company.
03 August 2025
Sure! Here's a detailed step-by-step procedure and documentation guide for winding up a Private Limited Company in India that is non-operational or inactive, mainly via voluntary winding up (strike-off) under the Companies Act, 2013 (using the MCA’s Fast Track Exit scheme). This is the simplest and fastest way if the company has no business and no liabilities.
1. Check Eligibility for Fast Track Exit (Strike Off)
Company must be non-operational or not commenced business.
No outstanding liabilities or pending litigations.
Company has filed all statutory documents like Annual Returns and Financial Statements till date.
No assets or liabilities.
Company should not be involved in any legal proceedings.
2. Board Meeting
Convene a Board Meeting to pass a resolution proposing to wind up the company by strike off.
Approve the filing of Form STK-2 with the Registrar of Companies (ROC).
Authorize a Director or Company Secretary to sign and submit documents.
3. Documentation Required
Board Resolution for winding up and filing for strike-off.
Affidavit by Directors confirming company is not carrying on business and has no liabilities.
Declaration of No Liabilities signed by Directors and a Chartered Accountant.
Indemnity Bond (if applicable).
Copy of latest filed Annual Return and Financial Statements.
4. Filing with Registrar of Companies (ROC)
Prepare and file Form STK-2 (Application for striking off the name of company).
Attach necessary documents:
Copy of Board Resolution
Affidavit by Directors
Declaration of no liabilities
Copy of latest annual returns and financial statements
Pay the prescribed fees online.
5. ROC’s Public Notice
Once application is received, ROC issues a public notice in the official Gazette.
30 days window for any objections.
6. Striking Off
If no objections received, ROC strikes off the company’s name from the register.
Intimation is sent to the company.
7. Post Winding Up
Company ceases to exist as a legal entity.
No further liabilities or compliance required.
Directors relieved from responsibility.
Additional Notes:
If company has any liabilities, or business activity, or wants to wind up through formal process, then Voluntary Liquidation under Companies Act, 2013 applies — which is more complex and involves appointing a liquidator.
Voluntary Liquidation Procedure involves:
Passing special resolution in General Meeting.
Filing of Form MGT-7 and SH-7.
Appointment of liquidator.
Settlement of liabilities.
Final dissolution filing with ROC.
Sample Formats I can help with:
Board Resolution for Winding up.
Affidavit by Directors.
Declaration of No Liabilities.
Drafting Form STK-2 attachments.
1. Check Eligibility for Fast Track Exit (Strike Off)
Company must be non-operational or not commenced business.
No outstanding liabilities or pending litigations.
Company has filed all statutory documents like Annual Returns and Financial Statements till date.
No assets or liabilities.
Company should not be involved in any legal proceedings.
2. Board Meeting
Convene a Board Meeting to pass a resolution proposing to wind up the company by strike off.
Approve the filing of Form STK-2 with the Registrar of Companies (ROC).
Authorize a Director or Company Secretary to sign and submit documents.
3. Documentation Required
Board Resolution for winding up and filing for strike-off.
Affidavit by Directors confirming company is not carrying on business and has no liabilities.
Declaration of No Liabilities signed by Directors and a Chartered Accountant.
Indemnity Bond (if applicable).
Copy of latest filed Annual Return and Financial Statements.
4. Filing with Registrar of Companies (ROC)
Prepare and file Form STK-2 (Application for striking off the name of company).
Attach necessary documents:
Copy of Board Resolution
Affidavit by Directors
Declaration of no liabilities
Copy of latest annual returns and financial statements
Pay the prescribed fees online.
5. ROC’s Public Notice
Once application is received, ROC issues a public notice in the official Gazette.
30 days window for any objections.
6. Striking Off
If no objections received, ROC strikes off the company’s name from the register.
Intimation is sent to the company.
7. Post Winding Up
Company ceases to exist as a legal entity.
No further liabilities or compliance required.
Directors relieved from responsibility.
Additional Notes:
If company has any liabilities, or business activity, or wants to wind up through formal process, then Voluntary Liquidation under Companies Act, 2013 applies — which is more complex and involves appointing a liquidator.
Voluntary Liquidation Procedure involves:
Passing special resolution in General Meeting.
Filing of Form MGT-7 and SH-7.
Appointment of liquidator.
Settlement of liabilities.
Final dissolution filing with ROC.
Sample Formats I can help with:
Board Resolution for Winding up.
Affidavit by Directors.
Declaration of No Liabilities.
Drafting Form STK-2 attachments.
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