Winding up of a Company

R J Saroj

Preethi
Karthik Srikanth Uday

Iliaz

Winding up ?
Process of putting an end to the life of a

company.
An liquidator will take control of company. The dissolution of the company takes place.

On dissolution, the company's name is struck off

the register of the companies and its legal personality as a corporation comes to an end.

Modes of winding up
Winding up of a registered company.

Winding up by Tribunal 2. Voluntary winding up of a registered company. 3. Winding up subject to supervision of the court.
1. Winding up of a unregistered company

Winding up by the Tribunal

If the company has, by a Special Resolution,

resolved that the company be wound up by the Tribunal. If company fails to commence its business within one year of its incorporation no intension to carry- tribunal power in this situation is discretionary. If the number of members is reduced below the statutory minimum . If the company is unable to pay its debts

Petition for winding up

In case of passing a special resolution for winding up. A creditor, in case of a company's inability to pay debts. In a case of reduction of members below the statutory minimum. A contributory or contributories, in case of a failure to hold a statutory meeting or to file a statutory report. The Central or State Government, if the company has acted against the sovereignty, integrity or security of

Eligible Persons to file Petition

The company

Creditor
Contributories The registers Any person authorised by the central government

under sec243

Voluntary winding up
The company act section 484.

Without intervention of tribunal.

A company may be wound up voluntarily when: a) By passing an ordinary resolution in the general

meeting if:(i) the period fixed for the duration of the company by the articles has expired. (ii) some event on the happening of which company is to be dissolved, has happened. b) By passing a special resolution to wind up voluntarily.

Types of voluntary winding up

Members voluntary winding up: In case of a company which is solvent -the company will be able to pay its debts in full with in such period not exceeding 3 years from the commencement of the winding up.
Such a declaration must be made within 5 weeks

immediately preceding the date of the passing of the resolution for winding up the company and be delivered to the Registrar

Creditors voluntary winding up

It is possible in the case of insolvent companies . It is the creditors who get the right to appoint

liquidator and hence, the winding up proceedings are dominated by the creditors.

Winding up subject to supervision of court.

The court may appoint an official liquidator to

supervise the winding up. The liquidator appointed by the court will have same powers and obligations.

Winding up of a unregistered company

According to the Companies Act, an unregistered

company includes any partnership, association, or company consisting of more than seven persons at the time when petition for winding up is presented.
A foreign company carrying on business in India

can be wound up as an unregistered company. Such a company can be wound up by the Tribunal but never voluntarily.

liquidator

A person appointed by the share holders or unsecured creditors, court order, to manage the winding up of a company. He takes control of the company, collects its assets, pays debts and finally distributes any surplus among the members in accordance with their rights. At the end of winding up, the company will have no Assets or liabilities.

Duties of liquidator
To submit preliminary Winding up ? report.

To take over companies assets

To convene meeting of creditors and contributories

To keep proper books

To submit accounts.

To submit information in liquidation(Winding up of company).