Members voluntary winding up of active company
This query is : Resolved
17 March 2016
KINDLY SEND ME ALL THE DRAFT DOCUMENTS FOR THE PURPOSE OF MEMBERS VOLUNTARY WINDING UP OF ACTIVE COMPANY.
07 May 2016
KINDLY SEND ME ALL THE DRAFT DOCUMENTS FOR THE PURPOSE OF MEMBERS VOLUNTARY WINDING UP OF ACTIVE COMPANY.
03 August 2024
For a Members’ Voluntary Winding Up (MVWU) of an active company under the Companies Act, 2013, several key documents are needed to ensure compliance with the legal process. Below are the typical draft documents required for the winding-up process. These drafts should be customized to fit the specific circumstances of the company and reviewed by a legal professional.
### 1. **Declaration of Solvency**
A declaration by the directors confirming that the company is solvent and can pay its debts in full within a specified period.
**Draft Declaration of Solvency:**
```
[Company Letterhead]
Date: [Date]
To,
The Registrar of Companies,
[Office Address]
Subject: Declaration of Solvency under Section 484 of the Companies Act, 2013
We, the undersigned Directors of [Company Name], having its registered office at [Company Address], hereby declare and confirm as follows:
1. We have made a full inquiry into the affairs of the company and have formed the opinion that the company has no liabilities other than those mentioned in the attached statement of assets and liabilities.
2. The company is solvent and is capable of discharging its debts in full within a period of [six/twelve] months from the commencement of the winding-up.
3. The company is not being wound up for the purpose of insolvency but for the purpose of dissolution and removal from the register of companies.
Attached herewith is the statement of the company's assets and liabilities as on [date].
For and on behalf of the Board of Directors,
[Signature]
[Name of Director]
[Designation]
[Signature]
[Name of Director]
[Designation]
```
### 2. **Special Resolution for Winding Up**
A resolution passed by the members in a general meeting approving the winding-up of the company.
**Draft Special Resolution:**
```
[Company Letterhead]
Date: [Date]
Resolutions passed at the [Annual/Extraordinary] General Meeting of the Members of [Company Name] held on [Date]:
1. **Resolution for Voluntary Winding Up:**
"Resolved that pursuant to the provisions of Section 304 of the Companies Act, 2013, the company be and is hereby resolved to be wound up voluntarily by the members."
2. **Appointment of Liquidator:**
"Resolved that [Name of Liquidator], having its office at [Address], be and is hereby appointed as the Liquidator of the company for the purpose of winding up the affairs and distributing the assets of the company."
3. **Declaration of Solvency:**
"Resolved that the Declaration of Solvency under Section 484 of the Companies Act, 2013, be and is hereby approved and signed by the Directors."
For and on behalf of the Board of Directors,
[Signature]
[Name of Director]
[Designation]
[Signature]
[Name of Director]
[Designation]
```
### 3. **Notice of Winding Up**
A notice to be published in the official gazette and newspapers informing about the winding-up of the company.
**Draft Notice of Winding Up:**
```
[Company Letterhead]
Date: [Date]
To,
The Registrar of Companies,
[Office Address]
Subject: Notice of Members’ Voluntary Winding Up
In accordance with Section 481 of the Companies Act, 2013, we hereby give notice that the Members of [Company Name], having its registered office at [Company Address], have passed a Special Resolution on [Date] to wind up the company voluntarily.
The company has appointed [Name of Liquidator], having its office at [Address], as the Liquidator for the purpose of winding up the affairs of the company.
All creditors and other interested parties are requested to file their claims with the Liquidator within [30/60] days from the date of this notice.
For and on behalf of the Board of Directors,
[Signature]
[Name of Director]
[Designation]
```
### 4. **Liquidator’s Report**
The liquidator’s report detailing the winding-up process, including the final account and settlement of affairs.
**Draft Liquidator’s Report:**
```
[Company Letterhead]
Date: [Date]
To,
The Registrar of Companies,
[Office Address]
Subject: Liquidator's Report on the Winding Up of [Company Name]
We, [Name of Liquidator], the appointed Liquidator of [Company Name], having its registered office at [Company Address], do hereby submit the following report:
1. **Winding Up Progress:**
- The winding-up proceedings have been carried out as per the provisions of the Companies Act, 2013.
2. **Statement of Assets and Liabilities:**
- Attached herewith is the final statement of the assets and liabilities of the company.
3. **Distribution of Assets:**
- A detailed report of the distribution of assets among creditors and members has been enclosed.
4. **Final Account:**
- Enclosed is the final account of the company showing the distribution of assets and settlement of affairs.
5. **Completion of Winding Up:**
- All affairs of the company have been completely wound up and settled.
For and on behalf of the Liquidator,
[Signature]
[Name of Liquidator]
```
### 5. **Application for Removal of Company Name**
An application to be submitted to the Registrar of Companies for removing the company’s name from the register of companies once the winding-up process is complete.
**Draft Application for Removal of Company Name:**
```
[Company Letterhead]
Date: [Date]
To,
The Registrar of Companies,
[Office Address]
Subject: Application for Removal of Company Name from the Register
We, [Name of Liquidator], the Liquidator of [Company Name], having its registered office at [Company Address], hereby apply for the removal of the company’s name from the register of companies under Section 248 of the Companies Act, 2013.
The winding-up process has been completed, and the final accounts have been settled. We request you to remove the company’s name from the register.
Enclosed are the following documents:
1. Copy of the Special Resolution for winding up.
2. Liquidator's Final Report.
3. Proof of settlement of debts.
4. Copy of the Declaration of Solvency.
For and on behalf of the Liquidator,
[Signature]
[Name of Liquidator]
```
### Important Notes
- **Legal Advice:** Always seek professional legal and financial advice before drafting and filing these documents to ensure compliance with the Companies Act, 2013.
- **Customization:** These drafts should be customized according to the specific details of the company and its circumstances.
- **Filing:** Ensure that all required forms and documents are filed with the Registrar of Companies and other relevant authorities.
This process involves several statutory requirements and careful documentation. Professional guidance from a company secretary or legal advisor is highly recommended to navigate the complexities of the winding-up process.
### 1. **Declaration of Solvency**
A declaration by the directors confirming that the company is solvent and can pay its debts in full within a specified period.
**Draft Declaration of Solvency:**
```
[Company Letterhead]
Date: [Date]
To,
The Registrar of Companies,
[Office Address]
Subject: Declaration of Solvency under Section 484 of the Companies Act, 2013
We, the undersigned Directors of [Company Name], having its registered office at [Company Address], hereby declare and confirm as follows:
1. We have made a full inquiry into the affairs of the company and have formed the opinion that the company has no liabilities other than those mentioned in the attached statement of assets and liabilities.
2. The company is solvent and is capable of discharging its debts in full within a period of [six/twelve] months from the commencement of the winding-up.
3. The company is not being wound up for the purpose of insolvency but for the purpose of dissolution and removal from the register of companies.
Attached herewith is the statement of the company's assets and liabilities as on [date].
For and on behalf of the Board of Directors,
[Signature]
[Name of Director]
[Designation]
[Signature]
[Name of Director]
[Designation]
```
### 2. **Special Resolution for Winding Up**
A resolution passed by the members in a general meeting approving the winding-up of the company.
**Draft Special Resolution:**
```
[Company Letterhead]
Date: [Date]
Resolutions passed at the [Annual/Extraordinary] General Meeting of the Members of [Company Name] held on [Date]:
1. **Resolution for Voluntary Winding Up:**
"Resolved that pursuant to the provisions of Section 304 of the Companies Act, 2013, the company be and is hereby resolved to be wound up voluntarily by the members."
2. **Appointment of Liquidator:**
"Resolved that [Name of Liquidator], having its office at [Address], be and is hereby appointed as the Liquidator of the company for the purpose of winding up the affairs and distributing the assets of the company."
3. **Declaration of Solvency:**
"Resolved that the Declaration of Solvency under Section 484 of the Companies Act, 2013, be and is hereby approved and signed by the Directors."
For and on behalf of the Board of Directors,
[Signature]
[Name of Director]
[Designation]
[Signature]
[Name of Director]
[Designation]
```
### 3. **Notice of Winding Up**
A notice to be published in the official gazette and newspapers informing about the winding-up of the company.
**Draft Notice of Winding Up:**
```
[Company Letterhead]
Date: [Date]
To,
The Registrar of Companies,
[Office Address]
Subject: Notice of Members’ Voluntary Winding Up
In accordance with Section 481 of the Companies Act, 2013, we hereby give notice that the Members of [Company Name], having its registered office at [Company Address], have passed a Special Resolution on [Date] to wind up the company voluntarily.
The company has appointed [Name of Liquidator], having its office at [Address], as the Liquidator for the purpose of winding up the affairs of the company.
All creditors and other interested parties are requested to file their claims with the Liquidator within [30/60] days from the date of this notice.
For and on behalf of the Board of Directors,
[Signature]
[Name of Director]
[Designation]
```
### 4. **Liquidator’s Report**
The liquidator’s report detailing the winding-up process, including the final account and settlement of affairs.
**Draft Liquidator’s Report:**
```
[Company Letterhead]
Date: [Date]
To,
The Registrar of Companies,
[Office Address]
Subject: Liquidator's Report on the Winding Up of [Company Name]
We, [Name of Liquidator], the appointed Liquidator of [Company Name], having its registered office at [Company Address], do hereby submit the following report:
1. **Winding Up Progress:**
- The winding-up proceedings have been carried out as per the provisions of the Companies Act, 2013.
2. **Statement of Assets and Liabilities:**
- Attached herewith is the final statement of the assets and liabilities of the company.
3. **Distribution of Assets:**
- A detailed report of the distribution of assets among creditors and members has been enclosed.
4. **Final Account:**
- Enclosed is the final account of the company showing the distribution of assets and settlement of affairs.
5. **Completion of Winding Up:**
- All affairs of the company have been completely wound up and settled.
For and on behalf of the Liquidator,
[Signature]
[Name of Liquidator]
```
### 5. **Application for Removal of Company Name**
An application to be submitted to the Registrar of Companies for removing the company’s name from the register of companies once the winding-up process is complete.
**Draft Application for Removal of Company Name:**
```
[Company Letterhead]
Date: [Date]
To,
The Registrar of Companies,
[Office Address]
Subject: Application for Removal of Company Name from the Register
We, [Name of Liquidator], the Liquidator of [Company Name], having its registered office at [Company Address], hereby apply for the removal of the company’s name from the register of companies under Section 248 of the Companies Act, 2013.
The winding-up process has been completed, and the final accounts have been settled. We request you to remove the company’s name from the register.
Enclosed are the following documents:
1. Copy of the Special Resolution for winding up.
2. Liquidator's Final Report.
3. Proof of settlement of debts.
4. Copy of the Declaration of Solvency.
For and on behalf of the Liquidator,
[Signature]
[Name of Liquidator]
```
### Important Notes
- **Legal Advice:** Always seek professional legal and financial advice before drafting and filing these documents to ensure compliance with the Companies Act, 2013.
- **Customization:** These drafts should be customized according to the specific details of the company and its circumstances.
- **Filing:** Ensure that all required forms and documents are filed with the Registrar of Companies and other relevant authorities.
This process involves several statutory requirements and careful documentation. Professional guidance from a company secretary or legal advisor is highly recommended to navigate the complexities of the winding-up process.
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