How is a company wound up?
A company is wound up by an order of the Tribunal under section 271, or a solvent company that has not defaulted may put itself into voluntary liquidation under the Insolvency and Bankruptcy Code. Asking the Registrar to strike the name off is a different application.
No. Form STK-2 asks the Registrar to strike the name off. Winding up appoints a process to collect assets and pay debts.
Which routes exist?
| Route | What it is |
|---|---|
| Tribunal | An order under section 271. A liquidator collects the assets and pays the debts in the statutory order |
| Voluntary liquidation | Section 59 of the Insolvency and Bankruptcy Code, for a corporate person that has not defaulted and declares it can pay its debts |
| Strike-off | Form STK-2. Not winding up. The conditions are on the STK-2 page |
When does the Tribunal wind a company up?
Section 271 includes a special resolution that the company be wound up by the Tribunal, conduct of the affairs in a fraudulent manner, a default in filing financial statements or annual returns for five consecutive financial years, and a case where the Tribunal finds it just and equitable. Those grounds are not a menu the members complete by themselves. The petition is to the Tribunal.
What is not winding up?
Strike-off removes the name when the company has extinguished its liabilities and the Registrar agrees. That procedure is on the strike-off page. A company that is already being wound up does not switch to STK-2. This page does not quote a fee for either route.
Frequently asked questions
Four questions cover strike-off, the old voluntary route, insolvency, and the fee.
Is strike-off the same as winding up?
No. Form STK-2 asks the Registrar to strike the name off. Winding up appoints a process to collect assets and pay debts. A company that is being wound up does not file STK-2.
Can the members still use the old voluntary winding-up?
No. Voluntary liquidation of a corporate person that has not defaulted is under the Insolvency and Bankruptcy Code. It is not the repealed company-law route.
Must the company be insolvent?
No. Voluntary liquidation is for a corporate person that has not committed a default and that can pay its debts. Tribunal winding up is for the grounds in section 271, which are not only insolvency.
Does this page quote a fee?
No. Each route has its own government cost. The figures are not restated here.
Sources
Tribunal winding up is section 271 of the Companies Act, 2013. Voluntary liquidation of a corporate person is section 59 of the Insolvency and Bankruptcy Code, 2016. Strike-off is section 248.