Close Private Limited Company

Close Private Limited Company

    About Service
There might be a couple of reasons for which you would want to wind up your Private Limited Company. But one of the bigger reasons you might want to do this is because it will release the assets and investments made by you. A public accountant would be appointed by the court as a liquidator. The powers of the directors would devolve upon this person and he would be primarily responsible for accumulating all the assets of the company and paying off its debts. The surplus would then be distributed among the members. It takes at least two to three months to complete the closure of your company, but it could take much longer, depending on the findings of the liquidator appointed.
 Timeline: 90-95 Working days
 Package Inclusions
  • A statement of account, stating that there are no assets and liabilities except share capital and profit and loss debit balance
  • An affidavit and indemnity to be executed by all directors
  • A waiver letter, in case of an unsecured loan
  • PRoviding content for board resolutions and notices
 Documents Required
  • A statement of account, stating that there are no assets and liabilities except share capital and profit and loss debit balance
  • An affidavit and indemnity to be executed by all directors
  • A waiver letter, in case of an unsecured loan.
 Process Details
  • In a board meeting, pass a resolution along with declaration from directors that after enquiry, they have formed an opinion that company has no debts or it will be able to pay the debts from the sale of assets. Also, fix a date and agenda for GM, to be held after 5 weeks of board meeting
  • Issue notice callinf for GM
  • In the GM, pass a resolution for winding up of company by ordinary majority or special resolution by 3/4th majority. The winding up shall commence from this date
  • Conduct meeting of creditors, in which 2/3rd are of the opinion to wind up
  • Within 10 days, file notice with Registrar
  • Within 14 days of passing resolution, notice in official gazette and advertisement in newspaper in area of registered office of company
  • Within 30 days of GM, file certified copies of ordinary or special resolution
  • Wind up and prepare liquidators account and get the same auditied
  • Call for final GM
  • Pass special resolution for disposal of books and papers
  • Within 2 weeks of GM, file copy of accounts and file application to the Tribunal for order of dissolution
  • If tribunal satisfied, pass an order to dissolve the company within 60 days
  • Company liquidator would then file a copy of order with registrar
  • Publish notice in official gazette that company is dissolved.
 Key Advantages
  • No More Compliances- Under the Companies Act, a company needs to follow a lot of compliances. After winding up of the company, there is no need to follow those compliances
  • No Fine- Failure to file necessary compliances with the RoC may result in heft penalty and fine. Winding up of the company prevents company and its director from paying these fines
 FAQs
  1. What are the minimum requirements for closing private limited company?
    The minimum requirements for closing private limited company are:
    (a)atleast one year old from the date of incorporation
    (b)there is no business activity for one year
    (c)file a statement of account annexed at Annexure C.
  2. What is the key requirement in the procedure for closing of private limited company?
    The key requirement in the procedure for closing the private limited company is passing an ordinary resolution in BOD meeting and a declaration by members that there is no debt pending on the company and the required forms are filed. It is also important to note that there should be no business activity from the day the resolution has been passed.
  3. What are the various ways in which company can be closed?
    The company can either be sold or declared defunct and closed or to wind up a company and dissolve it.
  4. What can be the various reasons for closure of company?
    The various reasons for closure of company can be:
    (a)directors’ willingness
    (b)by court order
    (c)default in holding statutory gathering or consistence with statute
    (d)if members go underneath recommended number
    (e)company gets bankrupt
    (f)financial accounts are not submitted for 5 years.
  5. What are the documents required for closing a private limited company?
    The document required for closing a private limited company include a statement of account stating that there are no assets and liabilities except share capital and profit and loss debit balance. Also, an affidavit and indemnity needs to be executed by all directors. If there is any unsecured loan, a waiver letter should be submitted.

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