Close / Strike Off Public Limited Company

Expert assistance for winding up Public Limited Companies — Tribunal-ordered winding up, voluntary liquidation under IBC, creditor and shareholder dues clearance, ROC procedures, and 6–24 months timeline management.

IBC Voluntary Liquidation
NCLT Winding Up Experts
Creditor Clearance
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How to Close a Public Limited Company?

Closing a Public Limited Company in India is a more complex and regulated process than closing a Private Limited Company, due to the involvement of public shareholders, creditors, and in the case of listed companies, SEBI. The primary routes are: (1) Voluntary Liquidation under the Insolvency and Bankruptcy Code (IBC), 2016 — where the company is solvent and shareholders want to wind up; (2) Compulsory Winding Up by NCLT under Section 271 of the Companies Act — for insolvent companies or on public interest grounds; (3) Fast Track Strike Off via STK-2 under Section 248 — only if the company has never commenced business or has been inactive for 2+ years with nil assets/liabilities. The entire process involves clearing all dues to employees, creditors, and government, liquidating assets, distributing surplus to shareholders, and filing final forms with the ROC. The timeline ranges from 6 months (voluntary liquidation of simple companies) to 24+ months (complex NCLT proceedings).

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Winding Up Routes for Public Ltd.

Voluntary Liquidation under IBC

Solvent Public Ltd. can voluntarily liquidate under IBC Section 59. Requires Board Declaration of Solvency, shareholders resolution, IBBI-registered liquidator appointment.

NCLT Compulsory Winding Up

NCLT orders winding up for insolvency, fraud, or just and equitable grounds under Section 271. Official Liquidator appointed. Assets distributed per priority waterfall.

STK-2 Strike Off (Inactive Only)

If Public Ltd. is inactive for 2+ years with nil assets/liabilities, apply for fast track strike off under Section 248. All ROC and ITR filings must be current.

Listed Company SEBI Delisting

Before winding up a listed public company, compliance with SEBI Delisting Regulations, 2021 is required — reverse book building, minimum public announcement, and SEBI approval.

Eligibility & Requirements

Certificate of Incorporation of the Public Ltd.
Board Declaration of Solvency (for voluntary liquidation)
Special Resolution by shareholders at EGM
IBBI-registered Insolvency Professional as Liquidator
List of all creditors with outstanding dues
Employee settlement certificates
Tax clearance from Income Tax Department
SEBI compliance (for listed companies)

How to Wind Up a Public Limited Company

Winding up a Public Ltd. requires careful coordination between NCLT, SEBI, creditors, shareholders, and tax authorities. Our team manages the full process.

1Step 1: Board Declaration of Solvency & Resolution

Board passes declaration of solvency (for voluntary route). Call EGM with 21 days notice. Pass Special Resolution for voluntary liquidation.

2Step 2: Appoint Liquidator & Creditor Notice

Appoint IBBI-registered Insolvency Professional as Liquidator. Issue creditor notice. File with NCLT. Liquidator takes control of assets.

3Step 3: Asset Liquidation & Dues Clearance

Liquidator realizes all assets. Pays off all creditors in IBC waterfall priority order. Settles employee dues. Distributes surplus to shareholders.

4Step 4: Final Report & ROC Filing

Liquidator submits final dissolution report to NCLT/ROC. ROC registers dissolution. Company name removed from register. Gazette notification published.

For listed companies, we coordinate with SEBI, BSE/NSE for delisting compliance before initiating the winding up process.

Documents Required

Company Documents

  • Certificate of Incorporation
  • MOA and AOA
  • Latest audited financial statements

Creditor & Employee Documents

  • Complete creditor list with outstanding amounts
  • Employee dues settlement certificates
  • Bank account statements

Regulatory Documents

  • Tax clearance certificates (Income Tax, GST)
  • SEBI delisting approval (for listed companies)
  • IBBI Liquidator appointment letter

Post-Registration Compliance

SEBI Delisting Before Winding Up

Listed public companies must complete the SEBI delisting process — public announcement, reverse book building, and SEBI exit order — before proceeding with winding up.

Creditor Priority Waterfall

Assets must be distributed in IBC priority: liquidation costs, secured creditors, employees, financial creditors, government dues, unsecured creditors, then shareholders.

NCLT Oversight

Winding up of Public Limited Companies with significant liabilities must go through NCLT. The Liquidator reports to the NCLT throughout the process.

Tax Compliance Before Closure

File all pending ITR-6, GST returns, and TDS returns. Obtain Income Tax clearance certificate. Cancel GST registration via GSTR-10.

Common Questions

Everything you need to know

Voluntary liquidation of a simple company can take 6–12 months. Complex NCLT winding up with multiple creditors can take 18–36 months depending on asset complexity.

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