Due to several reasons, business owners may decide to close their private limited company. There are certain steps and procedures to be followed when closing a private limited company. Business owners must abide by certain legal laws and regulations when closing a company which is registered as a private limited company.
No commencement of business within 1 (one) year of incorporation; or
When the Company is not carrying out any business or Activity for preceding 2 financial years and has not sought the status of Dormant Company under Section 455 of the Act.
1. Mandatory Winding-up:
Where the Registrar has reasonable cause to believe that a company has not commenced its operations or inactive since last 2 years, he shall send a notice to the company and all the directors of the company, in form STK-1, of his intention to remove the name of the company from the register of companies and requesting them to send their representations along with copies of the relevant documents, if any, within a period of thirty (30) days from the date of the notice. Generally, ROC closes the company based on the non-filing of Financial Statements and Annual Return.
2. Voluntary Winding-up:
A company may on its own file an application in Form STK-2 to the Registrar for removing the name of the Company after extinguishing all its liabilities and after passing a special resolution. Form STK-2 is required to be signed by Director, it must be certified by Practicing CS/CA/CWA and fee for filing Form STK-2 is Rs. 5,000/-.
Convene a Board Meeting
No liability should exist.
Convene an EOGM for passing special resolution.
File Special Resolution in Form MGT-14.
File Form STK-2
Indemnity Bond in Form STK-3
Affidavit in Form STK-4
Statement of accounts certified by Chartered Accountant
Certified True Copy of EOGM
Statement of pending litigations, involving the Company
Section 8 Companies;
Companies in which prosecution proceedings are pending;
Companies that have been delisted due to non-compliance of listing regulations;
Companies which have any outstanding public deposits;
Companies having outstanding charges which are pending for satisfaction;
Companies whose application for compounding is pending before the competent court in respect to offences committed by the company or any of its officers.
2. Indemnity Bond
3. Statement of Assets and Liabilities
4. Board Resolution
5. Statement of Pending Litigations