For the voluntary winding up of a company, the following documents are required:

• Special Resolution (Form-26): A document proving the company’s decision to wind up.
• Declaration of Solvency (Form 107): A statement showing the company can pay its debts.
• Directors’ Affidavit: A sworn statement verifying financial documents like the auditor’s report and accounts up to the most recent date before declaring solvency.
• Liquidator’s Consent: Agreement from the appointed liquidator to undertake the winding-up process.
• Notice of Winding Up Resolution: A published notice in the Official Gazette about the company’s decision to wind up.
• Notice of Liquidator Appointment: A published notice in the Official Gazette about the liquidator’s appointment.
• Preliminary Liquidator’s Report: An initial report from the liquidator outlining the winding-up plan.
• Final Liquidator’s Report and Accounts: The liquidator’s comprehensive final report and financial statements were presented at the last shareholders’ meeting.
• Notice of Final Meeting: Announcement of the company’s conclusive gathering.
• Meeting Return: Documentation of the final report, accounts, and meeting minutes to be submitted to the company registration office.

To conduct a voluntary winding up of a company under the provisions of the relevant ordinance and company law, the following detailed procedure is to be followed:

Step 1: Declaration of Solvency

Directors assess the company’s financial position and declare its ability to pay all debts. This declaration, made on Form 107 as per Rule 269, is supported by an auditor’s report. The board convenes to decide on proposing voluntary winding up to the shareholders and schedules a General Meeting (Annual or Extraordinary) as per Section 362.

Step 2: Shareholders’ Approval

At the General Meeting, shareholders review the directors’ proposal and, upon agreement, pass a Special Resolution to wind up the company voluntarily. A liquidator is appointed during this meeting, and his remuneration is fixed. The appointment of the liquidator effectively dissolves the Board of Directors, as stated in Sections 358 and 364.

Step 3: Notification of Resolution

The resolution to wind up is published in the Official Gazette and newspapers within 10 days, ensuring public notification. A copy is also filed with the Registrar in compliance with Section 361.

Step 4: Liquidator’s Appointment Notification

The company must inform the Registrar about the liquidator’s appointment or any changes, along with the liquidator’s consent, within 10 days of such occurrence, as mandated by Section 366.

Step 5: Liquidator’s Public Announcement

The appointed liquidator must announce his role in the Official Gazette and to the Registrar within 14 days of appointment, using Form 110 as prescribed under Rule 271, according to Section 389.

Step 6: Creditors’ Meeting

Should the liquidator determine that the company cannot fully settle its debts, he must convene a creditors’ meeting, presenting a financial statement that outlines the company’s assets and liabilities, as per Section 368.

Step 7: Documentation of Creditors’ Meeting

The liquidator must file a return, including the creditors’ meeting notice and other relevant documents, with the Registrar within 10 days of the meeting, adhering to Section 368.

Step 8: Annual General Meeting

Suppose the winding-up process extends over a year. In that case, the liquidator must call an annual general meeting of the shareholders and seek court approval for extending the winding-up duration, as outlined in Section 387(5).

Step 9: Filing of General Meeting Documentation

A return, including the notice of each general meeting, financial statements, and minutes, must be filed with the Registrar within 10 days post-meeting, as required by Section 369.

Step 10: Final Report and Meeting

Upon completing the winding-up process, the liquidator compiles a final report and financial account, summoning a meeting of members to present these documents. This step is conducted on Form 111 as per Rule 279, following Section 370.

Step 11: Notice of Final Meeting

The final meeting notice is published in the Gazette and newspapers at least 10 days before the scheduled date, ensuring compliance with Section 370.

Step 12: Submission of Final Documents

Within a week following the final meeting, the liquidator submits a copy of the final report and accounts to the Registrar using Form 112, as dictated by Rule 279 and Section 370, marking the completion of the winding-up process.