Meaning:
Liquidation or winding up is a legal term and refers to the procedure through which the affairs of a company are wound up by law.
A company is the creation of law,it cannot die itself as an natural death. So it comes to its end by law through the process of liquidation.
The Liquidation or winding up a company is a process through which life of company and it’s all affairs are wound up and its property administered for benefits of its creditors and members.
An administrator, who is called liquidator, is appoint to take control of company, collect its assents, pay its debts and finally if any surplus assents are left, they are divided among the members of the company in proportion to their rights under the articles. This being done the company is dissolved on compliance within the requisite formalities prescribed by the companies’ ordinance.
Process of winding up:
1. Selling of the assets of the company
2. Paying off the liabilities of the company
3. If there is any deficiency to pay to the creditors and the shareholders are called upon to pay unpaid amount on their articles.
4. In case of surplus, after paying off the liabilities, it may be distributed to the contributories according to their rights under the articles.
5. At the end, the Registrar of Companies removes the name of the company from the Register of Companies which is maintained by his office.
Modes of Winding Up:
There are three modes of winding up of the company:
1. Compulsory winding up by the court
2. Voluntary winding up by members or creditors
3. Winding up under the supervision of the court
1. Compulsory winding up by the court
A company formed and registered under the ordinance, may be wound up by the court. This kind of winding up is also called compulsory winding up.
Explanations:
1) A company needs to pass a special resolution and also court orders for winding up on the basis of some specific grounds
2) When company is unable to pay its debts
3) If company is carrying any illegal business
4) In case of non maintenance of accounts
5) When the statutory meaning is not conducted then the Court may give orders to wind up the company
6) In case of non submission of Statutory Report to the Registrar
7) if company unable to start its business within a year after incorporation
8) If company is not having minimum number of members
In case of public: minimum 7 members
In case of private: minimum 2 members
9) If company doesn't follow the directions of the court or registrar or commission etc.
2. Voluntary winding up by members or creditors
The main object of a voluntary winding is that the company and its creditors shall be left to settle their affairs without going to Court, but they may apply to the court for any directions and order if and when necessary.
Explanations:
A) When the period fixed for the duration of the company has expired
B) If the company passes the special resolution of its winding up by voluntary
C) When the event occurs and the articles provide information that when this event will occur then company has to be wound up
3. Winding up under the supervision of the court
When company has passed special or extra-ordinary resolution for its liquidation or winding up, court can pass an order on application of creditors, contributors or other persons for conducting of liquidation or winding up of company under supervision of court.
