Close Your Private Limited Company

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What is Close Your Private Limited Company?

Shutting down a Private Limited Company is a complex process. A private limited company generally can be shut by both voluntary and compulsory circumstances. A Pvt. Ltd. Co. can be shut down in several manners depending upon the requirements of the business owner –

  • Sell the company;
  • the company ‘defunct’ and shut it down; or
  • 'Wind up’ and dissolve the company.

REASON FOR CLOSURE OF A COMPANY

  • Directors’ willingness
  • By Court order
  • Default in holding statutory gathering or consistence with statute
  • If members go underneath recommended number
  • Company gets bankrupt
  • Financial accounts are not submitted for 5 years

As per section 270 of the Companies Act 2013, winding up of a company may be either –

  • (a) By the Tribunal or compulsory winding up
  • (b) Voluntary winding up

Voluntary winding up may be –

  • Member’s Voluntary winding up.
  • Creditor’s Voluntary winding up.

Whereas Compulsory winding up may be, in addition to the aforementioned –

  • Any contributor or contributors
  • By the central or state govt.
  • By the registrar of any person authorized by central govt. for that purpose
  • Procedure to Close Your Private Limited Company

    • Board Meeting with 2 Directors is conducted and a resolution consisting of a declaration given by directors that they are of the opinion that the company is under no debt or that it will be able to pay off its debt from the proceeds from the sale of its assets is passed.
    • General Meeting is conducted after issuing due notice for proposing the resolution along with the explanatory statement. In the case of ordinary majority an Ordinary resolution, or a special resolution in case of the 3/4 th majority, for the purpose of winding up is passed in the General Meeting. The winding up will start from the date of passing of the resolution.
    • Creditors Meeting is conducted after passing the resolution and if majority creditors are of the opinion that winding up of the company is beneficial for all parties then the company can be wound up voluntarily.
    • Liquidators Account is prepared after winding up of affairs of the company, and the same is audited as well.

Frequenty Asked Questions
 

1. Do I need to be physically present during this process?

o, new company registration is a fully online process. As all documents are filed electronically, you would not need to be physically present at all. You would need to send us scanned copies of all the required documents & forms.

2.How much time is needed for setting up a private limited company in India?

If you have all the documents in order, it will take no longer than 15 days. However, this is dependent on the workload of the registrar.

3.What are the rules for picking a name for a private limited company?

The Registrar of Companies (RoC) across India expect applicant to follow a few naming guidelines. Some of them are subjective, which means that approval can depend on the opinion of the officer handling your application. However, the more closely you follow the rules listed below, the better your chances of approval. First, however, do ensure that your name is available.
Unique Component: In Flipkart Internet Private Limited, Flipkart is the unique component. Now, once taken, the name Flipkart will not be given to any other business within the suffix Internet or even related categories (E-commerce and Online Solutions, for example). But there is some subjectivity, too. Some RoCs may not even approve the name Flipkart Chemicals Private Limited, reasoning that the e-commerce brand Flipkart is too well-known. Similar sounding names would also be rejected (so no Flipkart).
Blacklist: Abbreviations, adjectives and generic words are rejected. So BBC or XYZ would be rejected, as would Good Quality Biscuits. The words bank, exchange and stock exchange, unless approved by RBI or SEBI, would also be rejected.
No Common Trademark: There should not be a registered trademark by the same name on the IP India website. If there is one, the name can only be approved if you are able to get a No-Objection Certificate from its owner authorising you to use it.
Descriptive Component: In Biocon Research Private Limited, the word 'Research' describes the business the company is into. You cannot have 'Research' in your name if you're, say, in the logistics or restaurant business.

4.What documents are required to complete the process?

All directors must provide identity and address proof, as well as a copy of the PAN Card (for Indian Nationals) and Passport (for foreign nationals). No-objection Certificate must be submitted by the owner of the registered office premises.

5.What is a DSC?

The DSC is an instrument issued by certifying authorities (TCS and n-Code are two of them) by which you can sign electronic documents. As all documents needed are electronic, partners need a DSC.

6.Does a private limited company have continuous existence?

Yes, so long as the annual compliances are met, the private limited company will continue to exist. If you do not comply with the requirements, it will go dormant, until it is struck off the register altogether.

7.How much does it cost to run a private limited company?

The cost of running a private limited company can be divided into four categories: cost of setting a private limited company, cost of accounting and auditing, cost of compliance and miscellaneous expenses. At the very minimum, you can expect to spend Rs. 40,000 on all of these.

8.Is it necessary to have a company's books audited?

Yes, a private limited company must hire an auditor, no matter what its revenues. In fact, an auditor must be appointed within 30 days of incorporation. Compliance is important with a private limited company, given that penalties for non-compliance can run into lakhs or rupees and even lead to the blacklisting of directors.

9. What are articles of association and memorandum of association?

These documents contain the rules, vision and mission of your organisation, and define, among other things, the exact business and the roles and responsibilities of shareholders and directors.