Final Dissolution of the Company

Whichever route has been followed, the process of the winding up and dissolution of a company ends the same way: with the company's complete legal death.

After Tribunal winding up. Once the Company Liquidator has completely wound up the affairs of the company — all assets realised, all admitted claims paid in the order of priority, and a final report and accounts prepared — the liquidator applies to the Tribunal for the company's dissolution. If the Tribunal is satisfied, it passes an order that the company be dissolved from the date of that order. A copy of the order is forwarded to the Registrar within the time prescribed, who then records that the company is dissolved and the fact is published in the Official Gazette.

After voluntary liquidation under the IBC. In the same way, once the voluntary liquidator has completed realising and distributing the liquidation estate, an application is made to the Adjudicating Authority (the NCLT). On being satisfied, the Tribunal passes an order that the corporate person shall stand dissolved, and a copy is sent to the authority with which the company is registered (the Registrar of Companies) so its name can be removed from the register.

After striking off under Section 248. As already noted, here dissolution takes effect on publication of the Registrar's notice in the Official Gazette, without any separate application to the Tribunal being required in the ordinary case.

Effects of dissolution. Once a company is dissolved, by whichever of these routes:

• it ceases to exist as a legal person and its name is removed from the Register of Companies;
• it can no longer sue or be sued, enter into contracts, or hold property in its own name;
• any of its books and papers may be disposed of as directed, subject to the requirement that they be preserved for a minimum period in case they are needed later (for instance, if any question arises about the conduct of the winding up);
• if, after dissolution, any property or asset of the company is found to remain undistributed and unclaimed, it generally passes to the Government as bona vacantia (ownerless property), since there is no longer any legal person left to own it; and …