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.
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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
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
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
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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
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