Company Winding Up and Voluntary Closure in India

Ways to close a company

Closing a company in India is not one process. The right route depends on whether the company can pay its debts, whether it has assets and liabilities, and whether it is doing business.

Voluntary liquidation or strike off?

Voluntary liquidation / Strike off / Not voluntary

• Voluntary liquidation
• Strike off
• Not voluntary

Who can use voluntary liquidation

Section 59 is only for a company that has not committed a default.

• No default
• Solvency declaration
• Not eligible
• Unpaid statutory dues

Costs to expect

Our professional fee does not include government fees, the liquidator's fee or other third-party costs.

• StampMitra professional fee: ₹4,999
• Resolution filing with the Registrar (MGT-14): Fee depends on authorised capital
• STK-2 strike off application: ₹10,000 under the current rules
• NCLT dissolution application: Set under the NCLT Rules, 2016
• Liquidator's fee, newspaper notices, valuer, audit, tax and NOC costs: Vary widely
• Late filing of IBBI forms VL 1 to VL 4 by the liquidator: ₹500 per form per month of delay

Documents for voluntary liquidation

If foreign shareholders are involved, FEMA filings may arise. We assess this case by case and tell you what applies.

• Directors' declaration of solvency with affidavit
• Audited financial statements
• Registered valuer's report
• Special resolution of members
• Creditors' approval
• Liquidator's consent

Voluntary liquidation under section 59 IBC, step by step

Time limits in the law

The law does not let us promise a closing date. Tax clearances, creditor claims and the NCLT's own schedule all affect it.

• Members' resolution after the directors' declaration: Within 4 weeks
• Creditors' approval, where there are debts: Within 7 days
• Notice to ROC and IBBI: Within 7 days
• Copy of the NCLT dissolution order to the Registrar: Within 14 days of the order
• Overall completion: The Code also sets an overall period for completing the process. We confirm the period that currently applies before
• Tax and other clearances: Can take months; they are outside the Code's own timetable

Work out the seven-day limits

Enter the date of the members' resolution.

Why closures stall or are refused

The declaration is made while a default exists.

• The declaration is made while a default exists.
• Audited financial statements are missing.
• Creditors' approval was not obtained within seven days.
• The resolution was filed late.
• Open charges or pending litigation.
• Tax NOCs and clearances are missing.

What StampMitra does for you

Help choose the route: We look at your company's position and tell you whether voluntary liquidation or strike off fits.

• Help choose the route
• Resolutions and liquidator appointment
• Documentation
• Coordination

How it works

1. Directors' declaration A majority of directors declare solvency with audited accounts and a valuer's report.
2. Members' resolution Pass a special resolution within four weeks and appoint an insolvency professional.
3. Creditors' approval Obtain two-thirds approval in value within seven days, if there are debts.
4. Inform ROC and IBBI Give notice within seven days.
5. Liquidation The liquidator announces, verifies claims, realises assets and distributes.
6. Dissolution The NCLT passes the dissolution order and a copy goes to the Registrar within 14 days.

Frequently asked questions