Wind the company up
When is the closure a liquidation rather than STK-2?
The short answer
A solvent liquidation is section 59 of the Insolvency and Bankruptcy Code. A winding up by order is a petition to the National Company Law Tribunal under section 271. Neither is an ROC form that ends the matter.
Assets to realise, creditors to pay, or a dispute. STK-2 is the wrong instrument.
Not yet verified against the latest textAct-sourced — Section 271 of the Companies Act. Section 59 of the Insolvency and Bankruptcy Code.
IBC section 59. The liquidator and the Board do the work. The Registrar is notified.
Step by step
1
Declaration
A majority of the directors declare, on affidavit, that the debts will be paid in full from the proceeds of the assets. This is IBC section 59, not an MCA form that ends the matter.
2
Members
A special resolution within four weeks of that declaration.
3
Creditors, if there are debts
Creditors representing two-thirds in value approve within seven days of the resolution.
4
Tell the Registrar and the Board
Within seven days of the resolution, or of the creditors’ approval where that was required.
Forms
- STK-2 — Only if there is nothing to wind up.
Papers
- Declaration of solvency, for a voluntary liquidation
- Special resolution
- Petition and statement of affairs, for the Tribunal
Where this filing fails
- A company that cannot pay its debts in full is not a solvent voluntary liquidation.
- Strike-off with assets or an unpaid creditor is the usual restoration.