A Board Resolution For Company Closure is a crucial corporate document required when a company decides to cease its operations in India. This resolution is mandated under the Companies Act, 2013, and represents the formal decision-making process at the highest corporate level. It is typically used when a company needs to wind up its operations due to various reasons such as financial non-viability, completion of business purpose, strategic decisions, or regulatory requirements. The document must include specific details about the closure decision, appointment of authorized persons, settlement of liabilities, and compliance with statutory requirements. It serves as the primary evidence of the board's decision and authorization for all subsequent closure-related actions. The resolution must comply with Indian corporate laws and regulations, including requirements from the Ministry of Corporate Affairs, Registrar of Companies, and other relevant regulatory bodies.
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1. Title and Company Details: Company name, CIN, registered office address, and resolution details including meeting date
2. Attendance and Quorum: List of directors present, confirmation of quorum as per Articles of Association
3. Chairman: Appointment/noting of the Chairman for the meeting
4. Background: Brief background on the company's current status and reasons for closure
5. Main Resolution: Formal resolution for company closure, including specific decision to cease operations
6. Authorization for Closure Process: Authorization to directors/officers to initiate and complete closure procedures
7. Settlement Provisions: Resolution regarding settlement of all dues, creditors, and legal obligations
8. Regulatory Compliance: Resolution to comply with all statutory requirements for closure
9. Record Keeping: Resolution regarding preservation of company records as per law
10. Conclusion: Closure of the meeting and signature requirements
1. Stock Exchange Notifications: Required for listed companies, addressing requirements for stock exchange notifications
2. Employee Settlement: Specific resolution for companies with employees, detailing settlement process
3. Asset Disposal: For companies with significant assets, detailing the process of asset disposal
4. Branch Closure: For companies with multiple branches, addressing specific branch closure procedures
5. International Operations: For companies with overseas operations, addressing international closure requirements
6. Appointment of Liquidator: Required when going through voluntary liquidation process
1. Schedule A - List of Directors: Complete list of current directors with DIN numbers and contact details
2. Schedule B - Financial Summary: Summary of current financial position and outstanding obligations
3. Schedule C - Creditor List: List of all creditors and outstanding amounts
4. Schedule D - Legal Obligations: List of ongoing legal matters and statutory obligations
5. Appendix 1 - Notice of Board Meeting: Copy of the notice sent to directors for this meeting
6. Appendix 2 - Closure Timeline: Proposed timeline for various closure activities
7. Appendix 3 - Required Forms: List and copies of various statutory forms to be filed
8. Appendix 4 - Power of Attorney: Authorization documents for representatives handling closure process
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Information Technology
Retail
Financial Services
Healthcare
Real Estate
Construction
Education
Professional Services
Hospitality
Agriculture
Mining
Telecommunications
Transportation
Energy
Media and Entertainment
Relevant Teams
Legal
Corporate Secretarial
Finance
Corporate Affairs
Compliance
Risk Management
Administrative
Board Secretariat
Corporate Governance
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Managing Director
Company Secretary
Chief Financial Officer
Legal Director
Compliance Officer
Board Director
Corporate Governance Head
General Counsel
Finance Director
Risk Management Officer
Administrative Director
Corporate Affairs Manager
Regulatory Compliance Manager
Board Chairman
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