Winding Up Company

If you are planning to wind up your company in Pakistan, it’s important to understand the process and requirements involved. Our winding up company registration services can simplify the process and ensure that all legal obligations are met.

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What is a Winding Up Company?

Winding up a company is the legal process of ending the company’s operations and dissolving it. The reasons for winding up a company could be many, ranging from financial difficulties to disputes among stakeholders.

Types of Winding Up Company:
There are two types of winding-up companies in Pakistan. The first is voluntary winding up, where the members or shareholders of the company decided to wind up the company voluntarily. The second is compulsory winding up, where the court orders the company to be wound up.

Voluntary Winding Up Company:
The voluntary winding up of a company can be initiated by passing a special resolution in a general meeting of the members. A liquidator is then appointed to take care of the winding-up process.
Compulsory Winding Up Company:
Several parties, including the company itself, creditors, or members, can initiate the winding up of a company. The court can order the winding up of the company for various reasons, such as insolvency or inability to pay debts.

Winding Up Process

The process of Public Limited Company registration in SECP Pakistan involves several steps that must be followed to ensure successful registration. These steps include name availability, submission of license application, incorporation as a company, submission of required documents, approval from the Commission, and issuance of the certificate of incorporation.

Step 1

Where it is proposed to wind up a company voluntarily, its directors make a declaration of solvency on Form 107 prescribed under Rule 269 of the Rules duly supported by an auditors report and make a decision in their meeting that the proposal to this effect may be submitted to the shareholders. They, then, call a general meeting (Annual or Extra Ordinary) of the members (Section 362 of the Ordinance)

Step 2

The company, on the recommendations of directors, decides that the company be wound up voluntarily and passes a Special Resolution, in general meeting (Annual or Extra Ordinary) appoints a liquidator and fixes his remuneration. On the appointment of a liquidator, the Board of Directors ceases to exist. (Sections 358 and 364 of the Ordinance)

Step 3

Notice of resolution shall be notified in official Gazette within 10 days and also published in the newspapers simultaneously. A copy of it is to be filed with registrar also. (Section 361 of the Ordinance)

Step 4

Notice of appointment or change of liquidator is to be given to the registrar by the company, along with his consent, within ten days of the event. (Section 366 of the Ordinance)

Step 5

Every liquidator shall publish in the official Gazette within fourteen days of his appointment and deliver to the registrar for registration a notice of his work under section 389 of the Ordinance on Form 110 prescribed under Rule 271 of the Rules.

Step 6

If the liquidator feels that the total claims of the creditors cannot be met, he must call a meeting of creditors and place before them a statement of assets and liabilities. (Section 368 of the Ordinance).

Step 7

A return of convening the creditors meeting together with the notice of the meeting etc. shall be filed by the liquidator with the registrar within ten days of the meeting date. (Section 368 of the Ordinance).

Step 8

If the winding up continues beyond one year, the liquidator should summon a general meeting at the end of each year and make an application to the Court seeking an extension of time. (Section 387(5) of the Ordinance).

Step 9

A return of convening of each general meeting together with a copy of the notice, accounts statement, and minutes of the meeting should be filed with the registrar within 10 days of the date of the meeting. (Section 369 of the Ordinance).

Step 10

As soon as affairs of the company are fully wound up, the liquidator shall make a report and account of the winding up, call a final meeting of members, and provide notice of the convening of the last meeting on Form 111 prescribed under Rule 279 of the Rules before which the report/accounts shall be placed. (Section 370 of the Ordinance)

Step 11

Notice of such a meeting shall be published in the Gazette and newspapers at least ten days before the meeting date. (Section 370 of the Ordinance).

Step 12

Within a week after the meeting, the liquidator shall send the registrar a copy of the report and accounts on Form 112 prescribed under Rule 279 of the Rules. (Section 370 of the Ordinance)

DOCUMENTS REQUIRED FOR VOLUNTARILY WINDING UP BY MEMBERS

The following steps are to be taken for Member’s voluntary winding up.

Special Resolution on Form-26 (prescribed under the Companies (General Provisions and Forms) Rules, 1985 for voluntary winding up.
Declaration of Solvency on Form 107 under the Rules.
Affidavit by the company’s directors, including the Chief Executive, verifying the attached auditor’s report, profit, loss account, balance sheet, and statement of assets and liabilities prepared from the date of closing last versions till the latest practicable date, immediately before the making of the declaration.
Consent of liquidator.
A copy of the Notice of the resolution passed for winding up the company voluntarily and published in the Official Gazette.
A copy of the Notice for appointment of a liquidator and published in the Official Gazette.
A copy of Preliminary report prepared by the liquidator.
Final report and accounts of the company prepared by the liquidator presented in the General meeting of shareholders after the finalization of winding up. • Notice of final meeting.
Return containing the final report and accounts along with minutes of the meeting to be filed with the concerned Company Registration Office.

Why Choose Macrame Cosultantants?

Choosing our winding up company registration services in Pakistan means you can trust us to handle the process with efficiency and professionalism. We have years of experience in this field and understand the legal requirements involved. Our team is dedicated to ensuring that you have a hassle-free experience and can move on to the next chapter of your life.

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We would love to hear from you and help you with Winding up a Company!

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Office: 302 Building: 123
Civic Center Bahria Town
Rawalpindi, Pakistan.

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