Winding Up Company | Close a Company- GSB Infotech (LLP) India

Winding up of Company

It (Winding up of a company) is the process whereby its life is ended and its Assets are managed for the advantage of its creditors&members. A Manager, called a receiver is selected and he takes controller of the company, gathers its assets, pays its debts and finally apportions any surplus among the members in accordance with their rights.

Winding up of the company is a procedure, a process by which the businesses are wind up or in the non-technical terms dissolved and closed. The winding up of a company or the dissolution of the company is the process under which all the creditors are paid off of the company and all the assets are sold and the books of accounts are closed. And the resources if remaining are to be distributed among the partners (in case of a partnership) or the shareholders (i.e. owners of the company).

The winding of the company can be done by done by different mechanisms, such as:

1. Winding up by the court

One of the methods of the winding up of the company is that of obligatory winding up is that of winding up by the order form the court. The court if founds that the company thus formed is illegal or the activities that are being conducted by the company or the organization are illegal and, in any case, if the company has been found violating certain norms or the regulations, the court orders the winding up of the company.

2. Voluntary winding up

Sometimes the company might go for voluntary winding up of the company. The members in this case take the decision in the meeting of the of the members and if the decision is approved by the majority, the resolution is passed and thus the winding up of the company takes place.

3. Creditor’s voluntary winding up

Under this head, the creditors aim to wind up the company when they realize that the company cannot pay its debt, therefore the creditors aim to wind up the company with holding a meeting and passing the resolution in the meeting of all the members of the company. The resolution is only passed if the majority passes the decision to dissolve the company or the organization.

Mostly, the companies are wind up because the companies are not able to pay the liabilities taken by them and hence, they are wound uo because it is not profitable to run the company and hence the, winding up takes place.

Under the procedure, the life of the company is ended and its possessions is ended and its property is administered for the of the creditors and members. A liquidtor is selected to realise the assets and the goods of the company. After payment of the debts, is any excess of assets is let out they will be disseminated among the members according to their rights.

Voluntary Winding up of a company

The winding up of a company can also be done freely by
the members of the Company, if:

If the company authorizations an uncommon
determination for winding up of the Company.
The company in overall meeting passes a determination
requiring the company to be wound up freely as a result of
the expiry of the period of its duration, if any, fixed by its articles of
connotation or on the incidence of any event in respect of which
the articles of association provide that the company should be
softened.

Winding up of a company by Court of law

Issue notice in accord with the necessities of section 173(3) of the Companies
Act, 2013, for assembling a meeting of the Board of Managers. Main plan for
this Board meeting would be:

Creditors’ voluntry winding up company: The Company unable to pay its debts. Where
the financial position of the company is such that it has more liabilities than assets and
placing and after placing of the assets, it is still unable to quench its liabilities, it means
that company is unable to pay itsarrears.
Members’ Voluntry winding up:A company must be in a position to pay its debts in
full within 12 months after the beginning of winding up. The managers of the company
are required to file a declaration of affluence to the above effect. The receiver will be
selected by the corporation.

Procedure of Winding up:

The Originating Summons for the winding up of a company by the Court in either Form 2 or Form 3 of the Companies Rules must be filed together with a supporting affidavit (in Form 5).

When filing the CreatingInstruction, the accuser may suggest a person to be selected as the official receiver if a winding up order is made by the Court. Before the hearing of the MakingInstruction, the accuser, or his lawyer, must obtain and file the written consent of the nominated official receiver. If no official receiver is nominated, the Official Receiver is the default official receiver.An advertisement of the InitiatingCommand is required to be placed in English and a Chinese local daily newspaper as well as in the Government Publication.If any person intends to appear at the hearing, a Notice of Intention to Appear in Form8 must be given to the complainant or, or his attorney.