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Board Resolution For Dissolution Of Company for India

Board Resolution For Dissolution Of Company Template for India

A Board Resolution for Dissolution of Company is a formal document under Indian company law that records the board's decision to dissolve the company. This resolution, governed by the Companies Act, 2013, serves as the official record of the board's determination to initiate the company dissolution process. It includes crucial details such as the reasons for dissolution, appointment of liquidator, process for settling liabilities, distribution of assets, and necessary authorizations for filing documents with the Registrar of Companies. The resolution must comply with Indian legal requirements and typically requires subsequent shareholder approval before the actual dissolution process can begin.

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Board Resolution For Dissolution Of Company

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What is a Board Resolution For Dissolution Of Company?

A Board Resolution For Dissolution of Company is a critical corporate document required under Indian law when a company decides to cease its operations and legally dissolve its entity. This document is essential when a company voluntarily decides to wind up its operations, faces insolvency, or needs to dissolve for other statutory reasons. The resolution must comply with the Companies Act, 2013, and related regulations, containing specific details about the dissolution process, appointment of liquidator, and asset distribution. It serves as the primary evidence of the board's decision and forms the foundation for all subsequent dissolution procedures. This document is particularly crucial as it triggers the formal dissolution process and is required by the Registrar of Companies, creditors, and other stakeholders as proof of the board's authorized decision to dissolve the company.

What sections should be included in a Board Resolution For Dissolution Of Company?

1. Title and Date: Formal title of the resolution and date of the board meeting

2. Company Details: Legal name, registration number, and registered office address of the company

3. Meeting Details: Time, place, and attendance details of the board meeting

4. Chairperson: Appointment/confirmation of the chairperson for the meeting

5. Quorum Confirmation: Confirmation that the required quorum is present

6. Background: Brief background on the company's current situation and reasons for dissolution

7. Dissolution Decision: Clear statement of the board's decision to dissolve the company

8. Appointment of Liquidator: Resolution to appoint a liquidator and their terms of appointment

9. Authorization: Authorization to directors/officers to file necessary documents with ROC

10. Compliance Statement: Statement confirming compliance with relevant laws and regulations

11. Signature Block: Space for signatures of chairperson and directors

What sections are optional to include in a Board Resolution For Dissolution Of Company?

1. Insolvency Declaration: Required if the company is being dissolved due to insolvency

2. Creditors Settlement Plan: Include when there are outstanding creditors to be settled

3. Employee Settlement: Required when company has employees who need to be terminated and settled

4. Tax Clearance: Include when specific mention of tax clearance process is needed

5. Asset Distribution Plan: Required when company has significant assets to be distributed

6. Shareholder Communication: Include when specific instructions for shareholder communication are needed

7. Legal Proceedings: Required if there are ongoing legal proceedings to be addressed

What schedules should be included in a Board Resolution For Dissolution Of Company?

1. Schedule A - Financial Statement: Latest financial statement showing company's current financial position

2. Schedule B - Asset List: Comprehensive list of company's assets and their current value

3. Schedule C - Liability List: List of all outstanding liabilities and creditors

4. Schedule D - Shareholding Pattern: Current shareholding pattern of the company

5. Appendix 1 - Directors' Declaration: Declaration by directors regarding company's affairs and dissolution decision

6. Appendix 2 - Liquidator Details: Detailed information about appointed liquidator and their terms

7. Appendix 3 - Compliance Checklist: Checklist of regulatory compliances required for dissolution

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions

























Clauses




















Relevant Industries

Manufacturing

Information Technology

Retail

Financial Services

Healthcare

Real Estate

Construction

Professional Services

Education

Hospitality

Transportation

Energy

Telecommunications

Agriculture

Mining

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Board of Directors

Senior Management

Administrative

Risk Management

Corporate Affairs

Corporate Governance

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Board Director

Compliance Officer

Finance Director

Liquidator

Insolvency Professional

Corporate Governance Officer

Risk Management Officer

Administrative Director

Board Chairman

Industries





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