Close Your Public Limited Company
Sometimes due to certain situations, a public limited company needs to be wound up. There could be multiple reasons for this. These reasons are –
- The company is unable to pay back its debts
- The tribunal orders the company to be shut down
- The company has not filed financial statements or annual returns in the previous five years continuously, the company has acted against the sovereignty and integrity of the state and India, friendly relations with foreign states, public order, decency or morality
- The company has been involved in some fraudulent activity and is guilty of misconduct
Winding up a One Person Company in India generally involves the following steps
- Passing of a special resolution with the consent of 2/3rd in value of the creditors of the OPC. (This is for voluntary winding up of the company)
- A notice regarding the resolution must be submitted to the relevant ROC within 10 days of its approval from the creditors. Along with this, a declaration must also be submitted stating that the OPC has no debts. If there are debts, they will be paid by selling off its assets within a year.
- Filing an application with the concerned ROC to strike off the OPC along with submitting a Board Resolution in favor of winding up. In case the OPC has been inactive for one year after incorporation, then the FTE Form needs to be filed with the ROC. This should happen within 30 days from the date of signing the statement of assets and liabilities of the closing OPC.
- The resolution for winding up must be advertised in the Official Gazette and a widely circulated newspaper where the head office/registered office is located.
- A registered Liquidator must be appointed to carry out the necessary tasks for the winding up of the OPC. This liquidator must maintain and submit all required reports and accounts to the Tribunal and RoC
- Submission of the Statement of Accounts, Statement of Assets and Liabilities, Indemnity Bond, etc.
- If the Tribunal and the Registrar are satisfied they will pass the winding up, and declare the OPC closed.
Documents Required for OPC Company Closure
- Incorporation Documents: MoA/AoA, Certificate of Incorporation, PAN card, other registration certificates
- Accounting Information: Most recent year’s financial statements. These must be prepared 30 days before filing the application.
- Details of Activities: Details of the period of time the company has been operative and when the operations were discontinued.
- Legal Liabilities: A statement regarding any pending litigations involving the company
- NOC from Creditors: The company needs to provide an NOC for closure from creditors. The draft needs to be provided by LW experts)
- NOC from Regulatory Bodies: An NoC for closure of the company must be obtained from the Income Tax Department, SEBI, RBI, etc. if relevant