Follow Us:

The voluntary winding up process applies where the directors and shareholders decide to cease trading their solvent limited company.


1. call board meeting and pass a resolution for proposal of voluntary liquidation of the company.

2. Prepare a declaration from majority of the directors of the company verified by an affidavit stating that:.

a) they have made a full inquiry of the company and they have formed an opinion that either the company has no debt or that it will be able to pay its debts in full from the proceeds of the assets to be sold in the voluntary liquidation; and

b) the company is not being liquidated to defraud any person.

3. File the declaration with ROC in e- form GNL-2 with following attachments

a) audited financial statement and record of business operations of the corporate person for the previous two years or for the period since it’s incorporation, whichever is later;

b) a report of the valuation of the assets of the corporate person if any, prepared by a registered valuer.


within 4 weeks of passing of above said declaration hold the meeting of shareholders and pass a special resolution for approving the proposal of voluntary liquidation of the company and Appoint an insolvency professional to act as the liquidator. File the special resolution with ROC in e-form MGT-14

If the company owes any debt to any person , creditors representing two – third in value of the debt of the company shall approve the resolution within 7 days of passing of such special resolution.

A voluntary liquidation for a corporate person shall be deemed to have commenced from the date of passing of resolution ( after approval from the creditors of the company).


Author Bio

An expert in corporate laws, securities laws and corporate governance. Chief advisor to the board of directors on best practices in corporate governance. Responsible for all regulatory compliances of company. A keen learner and an article writer on Taxguru and working in Top 500 BSE and NSE listed c View Full Profile

My Published Posts

Board Resolution for Admission of New Partner in Limited Liability Partnership [LLP] Format of Gift Deed Draft Board Resolution for Allotment of Share on Right Issue Basis Draft Board Resolution for Approval for Right Issue of Equity Shares EGM of Listed Company: Format of Notice of Pre Advertisement in Newspaper View More Published Posts

Join Taxguru’s Network for Latest updates on Income Tax, GST, Company Law, Corporate Laws and other related subjects.

Leave a Comment

Your email address will not be published. Required fields are marked *

Search Post by Date
July 2024