Special Resolution for Voluntary Winding Up

Special-Resolution-Voluntary-Winding-Up

As per the provisions of Section 304 of the Companies Act, 2013a company may be wound up voluntarily,—


(a) if the company in general meeting passes a resolution requiring the company to be wound up voluntarily as a result of the expiry of the period for its duration, if any, fixed by its articles or on the occurrence of any event in respect of which the articles provide that the company should be dissolved; or

(b) if the company passes a special resolution that the company be wound up voluntarily.


Special Resolution for Voluntary Winding Up
"RESOLVED THAT pursuant to the provisions of section 304(1)(b) of the Companies Act, 2013, the consent of the members of the Company be and is hereby accorded to wind up the affairs of the Company as the members' voluntary winding up, w.e.f. ……….."

"RESOLVED FURTHER THAT pursuant to the provisions of section 275 of the Companies Act, 2013 M/s. _______________________, Chartered Accountants be and is hereby appointed as 'the Liquidator of the Company' for the purpose of the members' voluntary winding up of the affairs of the Company at a remuneration of Rs._____ only (Rupees _______ only) in addition to the actual out of pocket expenses for the winding up of the affairs of the Company ."

"RESOLVED FURTHER THAT M/s. _______________________ , the liquidator be and is hereby authorised to exercise all the powers as per the provisions of the Companies Act, 2013 to effectively winding up the affairs of the Company."
"RESOLVED FURTHER THAT notwithstanding the appointment of liquidator the Board of Directors of the Company be and is hereby authorized to exercise all the powers in consideration with the liquidation of the Company like filing of statement of affairs with the liquidator, filing of return with the Registrar of Companies, filling up vacancy in the office of liquidator and such other matters incidental to the liquidation of the Company."
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