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What is Closing a private limited Company

Due to several reasons, business owners may decide to close their private limited company. There are certain steps and procedures to be followed when closing a private limited company. Business owners must abide by certain legal laws and regulations when closing a company which is registered as a private limited company.

Running a business is never easy. It has its own set of complications and challenges. When the things do not work out properly a business may have to be shut down. There can be many reasons to close up or wind up the company. There are four ways in which a private limited company can be closed.

Sell the Company

Selling a Private Limited Company is similar to voluntary winding up of a Company. By selling the major shares of the company it can be done. It is not exactly a winding up but the stakes are transferred to another individual or entity and the majority shareholders are settled of their stocks and responsibilities.

Mandatory Winding Up

Any company registered under Companies Act, 2013 which did an unlawful act, fraudulent act or even if the company contributed any kind of action in some fraudulent or unlawful activities then such company would be wound up mandatorily by the Tribunal.

1) The petition will be filed by the company or any contributors to the company or registrar of the companies or trade creditors of the company or central or state government.

2) All the documents supplemented by petition will be audited by a practising CA and the view given by the Auditor on the financial statement must be unqualified.

3) The Petition should be advertised in a daily newspaper at least for 14 days and the advertisement should be in English and regional language of that area.

4) Form 11 is necessary for the order of winding up the company. Form 11 should include-

i. Complete audited books of the accounts up to the date of the order need to be submitted.

ii. Date, place and time for the company liquidator should be provided.

iii. Assets and the documents of the assets should be surrendered.

If the tribunal finds all the accounts are in order and all the necessary compliance have been fulfilled, the tribunal would pass the order for dissolving the company within a period 60 days of receiving the claim. After the passing of the order by the tribunal, the registrar will then issue a notice to the Official Gazette affirming that such company is dissolved.

Voluntary Winding Up

Voluntarily winding up of a private limited company requires long procedural compliance to follow. There are certain compulsory requirements which have to be finished to close down a company voluntarily.

The process of voluntary winding up–

1) As per the Companies Act 2013, Board Resolution is necessary to wind up the company voluntarily. However, the majority of directors must approve for winding up.

2) Special Resolution is necessary to wind up the company where 3/4th of the total Shareholders must cast their vote in approval of winding up the company.

3) The approval of the trade creditors is also necessary to wind up the company. Trade Creditors have to give their approval that they don’t have any responsibility if the company gets wound up.

4) Declaration of Solvency has to be made by the company and the same must be accepted by the trade creditors of the company. Company’s credibility in Declaration of Solvency needs to be shown by the company.

All the above processes shall be presented and filed in the respective form and even after the company gets wound up then also company’s name shall be forbidden for 2 years to be taken by any other company.

Advantages of closing a Private Limited Company

Compliance Free

There is no need of sticking on the track to stay compliant as the company would be dissolved anyway.

No Penalty

Once the closure is initiated there is no need of the company to be worried about being in a state to pay the penalty fee for the unaddressed causes..

Appropriate Business

If the business which you have chosen is not running and generating profits, then resources can be utilized into a better one

Documents Required for Private Company Closure

Indemnity Bond notarized by Directors (STK 3).

Latest financial statements

Statement of Accounts containing assets & liabilities of the Company

Affidavit in Form STK 4 by every Company.

Special Resolution or Consent of 75% Members.

Bank Account Closure Certificates.

PAN Card of the Company.

Board resolution for closure

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All Inclusive

Drafting affidavits and supporting documents
Drafting & Filing Application
Statements of assets & liabilities


All Inclusive

Drafting affidavits and supporting documents
Drafting & Filing Application
Statements of assets & liabilities
Department follow up
Surrender of PAN
Surrender of TDS
Surrender of GST


All Inclusive

Drafting affidavits and supporting documents
Drafting & Filing Application
Statements of assets & liabilities
Surrender of GST
Surrender of PAN

Procedure to close a Private Company


Eligibility for Strike Off

Our experts will determine, whether it is eligible for winding up under the Strike off Mode or not, this review process would get completed in 1 – 2 working days.

Document Preparation

Our team will prepare the necessary documents and get them notarized as required under the provisions for strike off Mode which will take approx 5-7 days.

Application Submission

Strike off application along with the necessary documents are submitted to the MCA, which is usually approved in about 35-40 days, subject to processing time.

Ways of Closing a Private Limited Company :

  • Defunct Company : A defunct company is nothing but a company that is failing to provide compliance to the activities to match the legal levels also the company that is not producing returns and other filings as such to stay legal on the yearly basis. The defunct company can be free from all the legal ties it has, but it differs as the Tribunal is given on the basis of its failure to do any transactions financially and so on.

  • Winding up Voluntarily : This type is a situation where the members inside the company decide to wind up all the operations and legal partnership ties the company would have externally. Here the main factor is the passing of special resolution in the board.

  • Selling a Private Limited Company : Selling off a Private Limited Company is like providing a voluntary closure, but the thing that differs here is that the control and the total members of the current ownership team are severed off from all the ties with the company and the company given to a new interested buyer and all the properties and legal ties the company has would be transferred to the person who is buying the company.

Eligibility criteria for Fast Track Closure of a Company

The company applying under FTE should not have any asset and liability.

The company should not have commenced any business activity or operation since incorporation or at least one year must has been passed since last business activity or operation.

The Company has duly filed all the financials to the ROC, till the time of its closure.

FAQ’s About Closing a private limited Company


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