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Winding up is the last stage process of dissolving a company.  There may be various reasons for winding up of a company like loss, bankruptcy, death of promoters, an agreement among stakeholders, etc. The sole purpose of winding up a company is to sell off stock, pay off creditors, and distribute any remaining assets to partners or shareholders.

As per section 270 of the companies act, 2013 company can be wound up either

·         by tribunal or

·         by way of voluntary winding up.

The process of winding up is subject to the supervision of the court. The whole process takes place under the supervision of court where the court supervises the winding-up proceedings which is subject to certain conditions imposed by the court. The court provides the opportunity to stakeholders to file for winding up petition even when the company is being wound up voluntarily.

Here petitioner needs to prove the voluntary winding up cannot be done with fairness to all concerned parties. 

The process of voluntary Winding up of Company

  • A board meeting to be organised with two directors or by a majority of directors. Here a resolution needs to be passed with a declaration by the directors that the company has no debts or it will be able to pay its debts in full from the proceeds of the assests sold in voluntary winding up of the company.
  • To issue notice in writing for the general meeting of the company proposing resolutions.
  • In General meeting a resolution for winding up should be passed by ordinary majority or special resolution by ¾ majority.
  • Next step is to conduct the meeting of the creditors. If creditors agree by two third majority then the company can be wound up voluntarily. And if the creditor does not agree then the company will be wound up by tribunal.
  • To file a notice with the registrar for appointment of liquidator.
  • Within 14 days of resolution, give notice of the resolution in the Official Gazette and also advertise it in newspaper.
  • Occupation.
  • Then within next 30 days of general meeting for winding up of company file certified copies for winding up of company.
  • Wind up affairs of the company and prepare the liquidators account of the winding up and get the same audited.
  • Email address.
  • Organise for final general meeting of the company.
  • File copy of accounts and file application to the tribunal for passing an order for dissolution of the company.
  • If the tribunal satisfied, it may pass an order within 60 days of receiving the application.
  • The company liquidator would often file a copy of the order with the registrar.
  • The registrar on receiving the copy of order passed will publish a notice in the official Gazette that the company is dissolved.

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In compulsory winding up, a creditor asks the High Court to wind up the affairs of an insolvent limited company. This legal process ends with the company's removal from the Companies House register - effectively ceasing to exist. The OR interviews the directors and informs the creditors of the liquidation.
Company Winding Up Proceedings. The winding up or liquidation of a company is the process by which a company's assets are collected and sold in order to pay its debts. Any monies remaining after all debts, expenses and costs have been paid off are distributed among the shareholders of the company.
Three common types of windings up are (1) Members voluntary winding up, (2) Creditors voluntary winding up, and (3) Compulsory winding up. Called liquidation in the US, it is not the same as bankruptcy or business failure.
The liquidator appointed must be an authorised insolvency practitioner. There are two types of voluntary liquidation, members' voluntary liquidation and creditors' voluntary liquidation.
Winding Up involves ending all business affairs and includes the closure of the company (including liquidation or dissolution), whilst Liquidation is specifically about selling off company assets in order to pay creditors and then closing the company.
Once the liquidator takes over the directors can no longer exert any influence on the direction of the company. If the company needs to have a liquidator appointed it's because the business is insolvent and can't pay back creditors. A liquidator's primary responsibility is to pay back as much of that debt as possible.
A 'winding up resolution' leads to the liquidation of company assets by a licensed Insolvency Practitioner, with the intention of either repaying creditors or distributing the money realised to shareholders. Directors can voluntarily wind up their company with debts.

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