Winding up a private limited company is a tedious, but necessary, procedure. Without doing so, you would need to annually meet the requirements of the Registrar of Companies (which means spending money on audit and compliances). The bigger reason you would want to do this, of course, is because it releases the assets and investments made by you.
1) Directors willingness
2) By court order
3) Defau.t inn holding statutory gathering
4) Company gets Bankrupt
5) Financial accounts are not submitted
1) Atleast one year old from date of incorporation
2) There is no business activity for one year
1) Compulsory Winding Up
Any company registered in India under the Companies Act, which did an unlawful act, fraudulent act or even if they contributed any action in some fraudulent or unlawful activities then such company would be wound up compulsorily by the Tribunal.
a) File petition
b) Petition shall be accompanied together with the Statement of Affairs of the Company
c) Advertisement for at least 14 days
d) Proceedings of the Tribunal
2) Voluntary Winding Up
Winding up a company voluntarily require long procedural compliance to follow. There are certain mandatory requirements which have to be completed to close down a company voluntarily.
a) As per the Companies Act 2013, BD (Board Resolution) is required to wind up the company voluntarily. However, the majority directors must agree for winding up.
b) Also, a Special Resolution is required to wind up of the company where 3/4th the total Shareholders must cast their vote in favor of winding up the company.
c) The Company has to make a Declaration of Solvency and the same must be accepted by the trade creditors of the company. The Company must show the Companys credibility in Declaration of Solvency.
d) The liquidator so appointed will make a report of the assets, liabilities, reserves, capital etc.
3) Defunct Company Winding Up
A Defunct or Dormant Company can be wind up with a fast-track procedure which requires submission of the STK-2 form. Hence, Form STK-2 is required in order to wind up a Defunct Company and there is no additional procedure for that. The form STK-2 needs to be filled with the Registrar of Companies and the same needs to be duly signed by the director of the company authorized by its board to do so.
a) No asset and no liability, and
b) Which has not commenced any business activity after its incorporation or
c) Has not been carrying on any business activities since last one year prior to making an application under FTE (Fast Track Exit Scheme).