The procedure to wind-up a company voluntarily varies with the company being a solvent company or an insolvent one. In case company is a solvent company and the Directors of the company or their majority has made a Statutory Declaration to this effect, called ‘Declaration of Solvency’, the company shall be allowed to resort to members voluntary winding-up. Otherwise, the company shall have to opt for creditors’ voluntary winding-up only.
The procedure under the two types of voluntary winding-up is being given hereunder:
Procedure for Members Voluntary Winding-up
1. Passing of Members Resolution to Wind-up the Company. As per Section 484, the company shall have to pass an ordinary resolution where the period for which the
· As per Companies (Amendment) Act, 2000.
company had been created has expired or the purpose for which it had been formed is accomplished.
In every other situation, special resolution shall be required to be passed.
2. Appointment and Remuneration of Liquidators (Sec. 490). The company in
general meeting must:
(a) appoint one or more liquidators for the purpose of winding-up the affairs and
distributing the assets of the company; and
[There is no restriction in the Companies Act on the appointment of a firm
of Chartered Accountants as liquidators of a company in winding-up. How
ever, no body corporate can be appointed as a liquidator [Section 513).]
(b) Fix the remuneration, if any, to be paid to the liquidator or liquidators. Any remuneration so fixed cannot be increased in any circumstances whatever, whether with or without the sanction of the Court. No liquidator shall take charge of his office unless his remuneration is so fixed. Further, if a vacancy occus by death, resignation or otherwise in the office of the liquidator appointed by the company, the company in general meeting may, subject to any arrangement with its creditors, fill the vacancy. For the purpose, meeting may be convened by any contributory or the continuing liquidator or by the
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