Winding up of Company under Companies Act 2013

हिंदी में पढ़ें
June 18, 2019
By Advocate Chikirsha Mohanty

What is Winding up of a company?

Winding up of a company is the process through which life of a company comes to an end and its property is administered for the benefit of its members & creditors. An Administrator, called a liquidator is appointed and he takes control of the company, collects its assets, pays its debts and finally distributes any surplus among the members in accordance with their rights.

Connect with an expert lawyer for your legal issue

What is the law governing the procedure of Winding up in India?

Section 270 of the Companies Act 2013, lays down the procedure for winding up of a company. It provides two ways of winding up -
By the tribunal

Consult: Top Corporate Lawyers in India


What is the procedure of Winding up of a company by Tribunal?

  1. As per Companies Act 2013, a company can be wound up by a Tribunal, if:

  2. It is unable to pay its debts.

  3. The company has by special resolution resolved that the company be wound up by the Tribunal.

  4. It has acted against the interest of the sovereignty and integrity of India, the security of the State, friendly relations with foreign states, public order, decency or morality.

  5. The Tribunal has ordered the winding up of the company under Chapter XIX.

  6. If the company has not filed financial statements or annual returns for the preceding five consecutive financial years.

  7. If the Tribunal is of the opinion that it is just and equitable that be company should be wound up.

  8. If 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 guilty of fraud or misconduct.

What is Voluntary Winding up of a company?

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

  2. If the company passes a special resolution for winding up of the Company.

  3. The company in general meeting passes a resolution requiring the company to be wound up voluntarily as a result of the expiry of the period of its duration, if any, fixed by its articles of association or on the occurrence of any event in respect of which the articles of association provide that the company should be dissolved.

Connect with an expert lawyer for your legal issue


What are the procedures involved in Voluntary Winding up of a Company?

  • Step 1 - Conduct a board meeting with 2 Directors and thereby pass a resolution with a declaration given by directors that they are of the opinion that company has no debt or it will be able to pay its debt after utilizing all the proceeds from sale of its assets.

  • Step 2 - Issues notices in writing for calling of a General Meeting proposing the resolution along with the explanatory statement.

  • Step 3 - In General Meeting pass the ordinary resolution for the purpose of winding up by ordinary majority or special resolution by 3/4th majority

  • Step 4 - Conduct a meeting of creditors after passing the resolution, if majority creditors are of the opinion that winding up of the company is beneficial for all parties then company can be wound up voluntarily.

  • Step 5 - Within 10 days of passing the resolution, file a notice with the registrar for appointment of liquidator.

  • Step 6 - Within 14 days of passing such resolution, give a notice of the resolution in the official gazette and also advertise in a newspaper.

  • Step 7 - Within 30 days of General meeting, file certified copies of ordinary or special resolution passed in general meeting.

  • Step 8 - Wind up the affairs of the company and prepare the liquidators account and get the same audited.

  • Step 9 - Conduct a General Meeting of the company.

  • Step 10 - In that General Meeting pass a special resolution for disposal of books and all necessary documents of the company, when the affairs of the company are totally wound up and it is about to dissolve.

  • Step 11 - Within 15 days of final General Meeting of the company, submit a copy of accounts and file an application to the tribunal for passing an order for dissolution.

  • Step 12 - If the tribunal is of the opinion that the accounts are in order and all the necessary compliances have been fulfilled, the tribunal shall pass an order for dissolving the company within 60 days of receiving such application.

  • Step 13 - The appointed liquidator would then file a copy of order with the registrar.

  • Step 14 - After receiving the order passed by tribunal, the registrar then publish a notice in the official Gazette declaring that the company is dissolved.

    Consult: Top Corporate Lawyers in India

What are some recent development in this area?

In 2015, the Supreme Court upheld the constitutional validity of the NCLT and NCLAT. Therefore, the establishment of NCLT and NCLAT might result in an efficient implementation of the winding up provisions. This will definitely reduce the multiplicity in the number of cases in multiple forums. These institutions will work as specialised quasi-judicial bodies and will reduce the pendency of winding-up cases, shorten the winding-up process, and avoid multiplicity and levels of litigation before high courts, the Company Law Board and the Board for Industrial and Financial Reconstruction.


These guides are not legal advice, nor a substitute for a lawyer
These articles are provided freely as general guides. While we do our best to make sure these guides are helpful, we do not give any guarantee that they are accurate or appropriate to your situation, or take any responsibility for any loss their use might cause you. Do not rely on information provided here without seeking experienced legal advice first. If in doubt, please always consult a lawyer.

Googling your legal issue online?

The internet is not a lawyer and neither are you.
Talk to a real lawyer about your legal issue.

Popular Corporate Lawyers

Advocate Rajesh Rai
Sector-19, Dwarka, Delhi
19 years Experience
Advocate Sunil Kumar Bakshi
Sector-16, Faridabad
32 years Experience
Advocate Bala Janaki
330 Thambuchetty Street, Chennai
34 years Experience
Advocate Prerna Oberoi
Sector 41, Noida
7 years Experience

Related Articles

Connect with top Corporate lawyers for your specific issue

Corporate Law Articles

​All you need to know about the Personal Data Protection Bill, 2018

Decoding the concept of a Private Limited Company

Contract Forensic - A Seed to Business Investments

An overview on Corporate Social Responsibility – CSR Corporate

User Reviews

4.8 - 21 reviews

Thanks for the information. Very detailed article on company law.

Bhanu on Nov 17, 2019

please share more about company law tribunal

Umesh on Nov 28, 2019

What is the procedure to appoint a liquidator?

Shiv on Nov 09, 2019

what is meaning of NCLT and NCLAT?

Abhay on Nov 30, 2019

Nice aerticle. Please share about insolvency and bankruptcy procedure

Ankush on Nov 24, 2019

Gave a clear understanding about my legal issue.

Rohan on Nov 09, 2019

needed more information on the law

Jaya on Nov 24, 2019

great advice. Thanks

Radhika on Nov 09, 2019

needed more information. Where to call?

Shubham on Nov 11, 2019

I have legal query. Who can I call?

Sunny on Dec 07, 2019

informative with the law.

Ritika on Oct 29, 2019

very well written

Anuj on Nov 21, 2019

very well written

Sonal on Oct 29, 2019

The article is written ver well. Learned a lot about my case through this.

Ajith on Dec 05, 2019

thank you for the information

Shilpi on Nov 01, 2019

Very nice article.

Sandhya on Dec 03, 2019

good legal subject

Anuradha on Nov 10, 2019

Very good work with the article. Gave a nice clarity about the subject.

Pramod on Nov 07, 2019

very good article. Good writing

Ritesh on Dec 05, 2019

very detailed and informative

Govind on Dec 07, 2019

great legal advice

Ankur on Nov 19, 2019