Discuss the modes of winding-up joint stock company. |
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Ans : The modes of winding- up joint stock company are presented below:
# Concept of Liquidation:- Winding of is concerned with liquidation or dissolution of joint stock company. It acquires a separate legal entity distinct from its member with common seal. It is not by death, retirement or insolvency of its shareholders. The problem of dissolution arises only when company has been suffering from loss for consecutive fiscal year or has performed any illegal business. It is established after completing many official procedures. Similarly, it can be dissolved only by completing certain legal procedure. For dissolution of a joint stock company, it also necessary to fulfill procedure such as decision of dissolution in board meeting, general assembly of shareholders, submission of application in concerned department etc.
# Reason/Conditions of Liquidation
Ans:- A joint stock company may be dissolved in any of the following reasons:
A. Voluntary Liquidation:- According 2 section 126 (1) of company act 2063, joint stock company may be voluntary dissolved due to any of the following ways:
i) In case where a company has become insolvent in accordance with the prevailing law of insolvency
ii) The shareholders of the company may liquidate the company by adopting special resolution in the General meeting.
iii) Subject to the provision contained in the memorandum of association, articles of association or consensus agreement.
B. Cancellation of Registration by the company registrar office:-
:- According to section 136(1) of company act 2063, the office may cancel the registration of a company in the following circumstances.
i) If the promoter of the company makes an application showing reason for failure of commence the business of the company, and accompanied by the prescribed fees for the cancellation of the registration of the company.
ii) If the company is in default in submitting to the office the return or fails to pay the fine for three consecutive financial year.
iii) If the office has reasonable ground to believe that the company is not carrying on its business or the company is not in operation.
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