Shweta Saboo & Co.

Winding Up of Company

Winding up is the formal process of closing a company's operations, settling debts, distributing assets, and legally dissolving the business entity with the Ministry of Corporate Affairs (MCA).

Whether your business is no longer operational, facing financial challenges, or has served its purpose, legally winding up the company ensures peace of mind, removes ongoing compliance burdens, and protects directors from future liabilities.

Our Winding Up of Company Services help businesses navigate the complex procedures under the Companies Act, 2013, ensuring a smooth and lawful exit — whether through voluntary closure, strike-off, or compulsory liquidation.

Key Features / Process

Company Evaluation & Closure Advisory

Evaluate legal, financial, and compliance status to recommend the most appropriate method of company closure.

Voluntary Strike-Off Filing (STK-2)

Filing Form STK-2 for companies inactive for over one year and with no assets or liabilities, enabling fast-track ROC strike-off.

Board & Shareholder Resolutions

Draft board resolutions, special resolutions, and shareholder approvals needed to proceed with the closure application.

Tax & Regulatory Clearance

Help in completing pending ROC, GST, and Income Tax filings, and deactivation of PF/ESIC/Shop Act registrations before closure.

Filing Closure Forms with ROC

Preparation and submission of MCA forms such as MGT-14, STK-2, and supporting documentation for company strike-off.

Support for Liquidation (if required)

For companies with outstanding liabilities, support for formal liquidation through voluntary or NCLT-supervised proceedings.

Certificate of Dissolution

Receive the final dissolution certificate from ROC, officially ending the legal existence of the company.

Information Checklist

To begin the company winding up process, you typically need:

Basic Company Information:

Certificate of Incorporation
MOA & AOA (Memorandum & Articles of Association)
PAN Card of Company
CIN & ROC login credentials

Directors & Shareholders Details:

PAN & Aadhaar of all directors
Digital Signature Certificates (DSC)
Shareholding structure

Financial & Tax Filings:

Last filed Financial Statements (Balance Sheet, P&L)
IT Returns and GST Returns (latest)
Statement of Accounts certified by CA
Affidavit & Indemnity Bond from Directors (format provided)

Closure Resolutions:

Board Resolution for winding up
Special Resolution passed by shareholders
No Objection Certificate (NOC) from creditors (if applicable)

FAQs

What does winding up a company mean?

Winding up is the legal process of closing a company, selling assets (if any), paying off debts, and deregistering it from the Ministry of Corporate Affairs (MCA).

What are the ways to wind up a company in India?

A company can be closed through (1) Voluntary Strike-Off under Section 248, or (2) Compulsory Liquidation via NCLT if debts/liabilities exist.

Who can apply for voluntary strike-off?

Companies that haven’t carried on business for at least 1 year and have no assets or liabilities can apply for strike-off under Form STK-2.

Do all ROC filings need to be up to date before closure?

Yes, all pending ROC filings (AOC-4, MGT-7, DIR-3 KYC) must be completed before the winding-up application can be submitted.

Is winding up applicable for LLPs too?

Yes, LLPs can also be wound up through Form 24 under the LLP Act, provided they meet closure eligibility criteria.

What is the timeline to close a company via strike-off?

Strike-off typically takes 3–6 months, depending on document accuracy, ROC workload, and whether any objections are raised.

Do we need auditor certification for winding up?

Yes, a Chartered Accountant must certify the final statement of accounts and ensure the company has no assets or liabilities before closure.

Will directors be liable after company closure?

Once the company is officially dissolved, directors are generally free from liabilities. However, fraudulent or non-compliant behavior can still attract future penalties.

Can a company be revived after winding up?

No. Once the company is struck off and dissolved, it cannot operate again unless restored by order of the NCLT within the allowed time frame.

Can you assist with closure of multiple group companies?

Yes, we offer multi-entity winding-up support, especially useful for corporate groups or holding companies winding down inactive subsidiaries.