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Closing a Private Limited Company
Closing a Private Limited Company
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Closing a Private Limited Company refers to the legal process of winding up its operations and formally terminating its existence. This process is initiated for various reasons, such as financial difficulties, bankruptcy, disputes among directors, or the successful completion of a project. The procedure involves passing a resolution by the directors for winding up and appointing a liquidator to oversee the liquidation of the company’s assets and the settlement of liabilities. The process ensures all financial and legal obligations are addressed before the company is dissolved.

Closing a Private Limited Company

Company Winding Up Process

Voluntary Closure

Compulsory Winding Up

Liquidator Appointment

Asset Liquidation

Debt Settlement

Shareholder Approval

Registrar of Companies Filing

Legal Compliance

Professional Assistance

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Closing a Private Limited Company

A company, as a distinct legal entity established under the Companies Act, is obligated to maintain compliance regularly. Failure to comply can result in substantial fines and penalties. In cases where a company is experiencing significant financial losses or is not functioning effectively, winding up the company may be advisable to facilitate a fresh start.
If a private limited company has become inactive with no ongoing transactions, it is typically prudent to initiate the winding-up process. This can be done voluntarily or compulsorily. The Ministry of Corporate Affairs has instituted the Fast Track Exit Mode, which offers a streamlined and cost-effective method to close inactive companies with minimal formalities. A company considered defunct—having conducted no business or operations for at least one year since its incorporation, and possessing no assets or liabilities—can apply for its name to be struck off under this mode.
The essential requirements for the closure of a private limited company include:
  • • Adoption of an ordinary resolution at a board of directors meeting.
  • • Cessation of business activities from the date of the resolution.
  • • Declaration by members confirming the absence of pending debts.
  • • The company's age exceeding one year from its date of incorporation.

Documents Required for Closing a Private Limited Company

The following documents are required for the application to strike off the company:
Application for Striking Off of the Company.
Board Resolution for Closure.
Consent of Directors.
Director’s Affidavit.
Indemnity Bond.
Statement of Assets and Liabilities.

Procedure for Registration

Step 1:

Company Assessment: A Lexprosoft business expert will conduct a comprehensive review of the company's activities and will request the requisite information and documents from you.

Step 2:

Document Compilation: Our expert will prepare the necessary documents required for initiating the company winding-up process.

Step 3:

Document Submission: Upon completion of document preparation and procedures, the compiled documents along with the latest financial statements will be submitted to the Ministry of Corporate Affairs (MCA).
Following these structured steps ensures a methodical approach to winding up an LLP, facilitating efficient closure of its affairs in compliance with legal procedures.

Choose Lexprosoft for Closing a Private Limited Company

Lexprosoft offers expert services for the seamless closure of a Private Limited Company. Whether the closure is voluntary or compulsory, Lexprosoft ensures that all legal and regulatory requirements under the Companies Act, 2013, are met. From appointing a liquidator to handling the liquidation of assets and settlement of debts, their team provides end-to-end support. Lexprosoft assists with drafting resolutions, filing necessary documents with the Registrar of Companies (ROC), and managing shareholder approvals. With tailored solutions and professional guidance, Lexprosoft ensures a hassle-free and compliant company closure process.
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Closing a Private Limited Company FAQ's
What does it mean to close a private limited company?
Closing a private limited company involves legally winding up its operations, settling liabilities, distributing remaining assets, and removing the company’s name from the Registrar of Companies (ROC). This ensures the company ceases to exist as a legal entity.
Why would a private limited company opt for closure?
A private limited company may decide to close due to prolonged inactivity, consistent financial losses, inability to meet compliance requirements, market changes, or a strategic decision by the owners to discontinue the business.
Is unanimous shareholder consent required to close a private limited company?
Yes, closing a private limited company typically requires the approval of shareholders through a special resolution passed in a general meeting. This demonstrates agreement among stakeholders to dissolve the company.
What happens to the company's assets during closure?
During closure, the company’s assets are liquidated to pay off outstanding debts. Any remaining assets after settling liabilities are distributed among shareholders based on their shareholding proportion.
Does closure of a private limited company absolve its directors of all responsibilities?
After closure, directors are relieved of their duties related to the company. However, they may still be held accountable for any non-compliance, fraud, or mismanagement that occurred during the company’s existence.
Can an inactive private limited company remain registered without closure?
While an inactive company can remain registered, it must meet annual compliance requirements, including filing returns with the ROC. Failure to comply can result in penalties and legal consequences. Closure is advisable for inactive companies to avoid these obligations.
What happens to tax registrations and liabilities upon closure?
Upon closure, the company’s tax registrations, such as GST and income tax, must be canceled. Any pending tax liabilities must be cleared, and final returns should be filed to ensure proper termination of tax obligations.
Can a private limited company be closed voluntarily?
Yes, a private limited company can be closed voluntarily through member approval, provided there are no legal disputes or unpaid debts. This is done either through the strike-off method or voluntary liquidation, depending on the circumstances.
Can a closed company be revived later?
In rare cases, a closed company can be revived within a certain period through legal proceedings, provided there is a valid reason to do so. However, this is a complex and lengthy process, so careful consideration is necessary before initiating closure.
Can a company with outstanding debts be closed?
No, a private limited company cannot be closed if it has unpaid debts or liabilities. All outstanding dues, including loans, vendor payments, taxes, and employee benefits, must be cleared before initiating the closure process.
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