Dissolution of Private Limited
Dissolution of a Private Limited Company in India refers to the process of winding up or closing down the business. The process involves the following steps:
Board Resolution: The first step is to pass a board resolution for the dissolution of the company. This resolution must be passed by a majority of the directors present at a board meeting.
Shareholder Approval: After the board resolution, the shareholders must pass a special resolution for the dissolution of the company. This resolution must be passed by a three-fourths majority of the shareholders present at a general meeting.
Appointment of Liquidator: After the special resolution is passed, a liquidator must be appointed to oversee the winding up of the company. The liquidator can be a person or a firm.
Notice to Registrar of Companies: Within 30 days of passing the special resolution, the company must file a notice of dissolution with the Registrar of Companies.
Settlement of Liabilities: The liquidator must settle all the liabilities of the company, including debts, taxes, and other obligations.
Distribution of Assets: After settling all the liabilities of the company, the liquidator must distribute the remaining assets among the shareholders according to their respective shares.
Final Accounts and Documents: After the distribution of assets is completed, the liquidator must prepare and file the final accounts and documents with the Registrar of Companies.
The following documents are required for the dissolution of a Private Limited Company:
- Board Resolution for the dissolution of the company
- Special Resolution passed by the shareholders for the dissolution of the company
- Copy of the Memorandum and Articles of Association
- Copy of the Board and Shareholder meeting minutes
- Copy of the appointment of the liquidator
- Notice of dissolution filed with the Registrar of Companies
- Statement of accounts
- Any other documents as required by the Registrar of Companies.
It is important to note that the dissolution of a Private Limited Company does not automatically discharge the directors and shareholders from any liabilities that arose during the course of the company. Therefore, it is advisable to consult with a legal professional to ensure that all legal requirements are met and all liabilities are settled before dissolving the company.