winding up petition can be filed for winding up of company

51% shareholding will be required for that purpose

An Administrator, called a liquidator, is appointed and he takes control of the company, collects its assets, pays its debts and finally distributes any surplus among the members in accordance with their rights.”

In case it is a PVT. limited company there is necessarily requirement of the two directors in case the one want to dissolve same and there is no other person interested to buy out his share and be second partner then in that case the company can be wound up and dissolved.

A liquidator shall be appointed first the debit and the liability of the company shall be cleared and then the remaining amount can be give to the other two.

the shareholder who wishes to retain the company can buy the shareholding of the member who wants to dispose of. Thus the shareholder will get the price for his shares and interest in the immovable property from the member who wishes to retain

if that member is not willing to buy, then it can be sold to another person

A 50% shareholder has the legal capacity to dissolve the corporation.

Voluntary Winding up - General Meeting pass the ordinary resolution for the purpose of winding up by ordinary majority or special resolution by 3/4th majority.

Assets will distribute among members according to their rights and interests in the company.

1. A single director CANNOT close /dissolve the company. HOWEVER, IF there are misappropriations, malfunctions and non-compliance of the statutory laws, THEN proper proceedings have to be filed before the ROC, for initiating dissolving /closure of company.

2. EVEN IF one director resigns, THEN ROC can be petitioned and another director (with or without share holdings) can be appointed as Director, and the company can be kept running, without any further reference to the 50% share holder director.

Keep Smiling .... Hemant Agarwal

When the relation between all the partners of the firm comes to an end, this is called dissolution of the firm. Section 39 of the Indian Partnership Act, provides that “the dissolution of the partnership between all the partners of a firm is called the dissolution of a firm.” It implies the complete break down of the relation of partnership between all the partners.

Under section 42 of the partnership act, Resignation by any of the partners dissolves the partnership.

Dissolution by notice (S.43)

In case of partnership at will, a partner can dissolve it by giving written notice of dissolution to other partners duly signed by him. Notice must be very clear and certain. A notice once given cannot be withdrawn without the consent of other partners was held in case of Banarsidas v. Kanshi Ram. In those cases where a partner has given notice of dissolution at a time when dissolution will give him some advantage over the other partners, he may be held in the firm till the pending transactions are completed.

Who & How will the fixed assets like property etc sold off ?

Section 263 of the Indian Contract Act, 1872, provides that after dissolution of partnership, the rights and obligations of the partners continue in all things necessary for winding-up the business of the partnership. In the normal course there must be a general sale and winding up followed by a distribution of the surplus.

In all cases of dissolution, assets of the firms have to be realised and converted into money. No one can insist on retaining his share unsold. Liquidation of assets and realisation by sale is the normal feature of winding up. The value can be realised on the footing of an actual sale or a notional sale as is made clear by Supreme Court in various cases.

In the case of notional sale specific items of properties can be allotted to one of them and the money value to the other. This distribution is only part of the adjustment of the rights between these persons. Such distribution and adjustment of rights is a necessary consequence of dissolution of the partnership and cannot in law amount to a transfer.

1.First step would be to conduct a Board meeting with 2 directors and thereby pass a resolution with a declaration given by directors that they are of the opinion that company has no debt or it will be able to pay its debt after utilizing all the proceeds from the sale of its assets.

2. Issues notices in writing for calling a general meeting proposing the resolution along with the explanatory statement.

3. In General Meeting, pass the ordinary resolution for winding up by ordinary majority or special resolution by 3/4th majority. The winding up shall start from the date of passing the resolution.

Within 10days of passing the resolution, you,will have to file a notice with registrar for appointment of liquidator, who will dispose of the Assets of the company and settle the accounts of the creditors of the company, residual amount would be paid to the stakeholders.

No, since you are 50% shareholder of your company, But you can move an motion of winding up application in the court and in front of Board of Directors because you had maximum share holding in the company or you ask one of the creditors for winding up.. If you are able to get more than 50% vote to winding of the Company you can directly move to the Court with help of the Counsel..

Following is the process of dissolution:

The process of dissolving your company is done through a DS01 form and must be signed by majority of the director’s (or all if there is only one or two). The form must be sent to Companies House for processing and a copy must also be sent to all ‘notifiable parties’ which includes creditors, employees and shareholders. A notice will then be placed in the Gazette announcing your decision to dissolve the company. Your company will officially be dissolved 3 months after this notice, providing no objections have been made. The Gazette will then run a final notice confirming the dissolution of your company.

The same will be sold off and after paying off all the liabilities and creditors the same will be divided amongst yourself