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If you do not want to continue your Indian Subsidiary Company, it is better to close it on time. Otherwise, you have to maintain some compliance against the company. Unless you maintain company compliance, you may be fined or penalized. After closing the company all compliance and responsibilities will be null and void. You need not submit a yearly audit report for your company. You need not hire a CA/CS to submit the audit report for the company. So, you should better wind up the Indian Subsidiary so that you can avoid all such complications and penalties.
If you wish to close your Indian Subsidiary Company, you have to submit a closing form to ROC, along with the proper documents. It might be complicated and ambiguous. You may make a mistake or not know the proper way to file it. Then, it would be another burden for you as the company will not be closed. Don’t worry. Contact Online Legal India today to strike off your company, and stay confident that your company will be closed very soon.
To strike off your subsidiary company, you have to follow the procedure of section 248 of the Companies Act. Any company can voluntarily apply to remove the name of the company from the Register of Companies.
For winding up an Indian subsidiary under Section 248, the company has to satisfy the following conditions: They are:
Once the above-mentioned terms are satisfied, you can apply to wind up the Indian subsidiary. The steps are mentioned below:
The parent company directors must convene a board meeting to pass a resolution that declares that all the directors want to strike off the company. The resolution must be passed by a majority of the total number of directors.
You need to pass a special resolution in the board meeting for the closure of the Indian subsidiary, describing the current situation for which you want to close it.
The outstanding debts and liabilities of the subsidiary company must be settled. The NOC letter is also essential to inform the creditors that the company is going to be closed.
The acceptance of the company regulatory authorities of the company dilution is necessary to submit to the ROC. The tax authorities must provide a clearance certificate.
If the subsidiary company needs to liquidate any property to settle the debts and liabilities, it should do so. Otherwise, the objection may be raised during the closure, and it will not be closed.
According to the Companies Act 2013, the subsidiary company authorities should publish the notice of company closure consecutively for a month in English newspapers and a vernacular daily.
The subsidiary company needs to get approval from the tax authorities, labor department, and similar sections, and it must be submitted to the ROC.
All the bank accounts of the company need to close and transfer any remaining funds to the account of the parent company or distributed to the shareholders- as per the decision of the board of directors.
Comply with the legal requirements that you have to follow. Learn it from the register of companies or the rulebook.
Prepare a file to arrange all necessary documents with the ROC, including the fast-track exit form (FTP form), and submit it to the ROC. The documents include:
Upon receiving the application, the Register of Companies will create a public notice with the declaration of the Indian subsidiary closure application. The register also mentions that the name of the company will be removed from the register of companies. The notice period is 30 days.
If no objection is received from anybody to the register within that notice period, or if the object received is not valid, the register will proceed to deregister the name from the Register of Companies.
The Following Documents Are Essential for submitting Indian Subsidiary Winding Up
Filling out the form STK-3 is essential for submitting an indemnity bond. The bond must be notarized by every director of the company.
The form STK-4 needs to be filled out duly, and all the directors have to declare that there are no debts or liabilities during the activity or inactive time.
A copy of the financial statement of assets and liabilities must be furnished, which must not be prepared less than 30 days before submitting the application. Debts and liabilities must be nil during the submission for Indian Subsidiary Companies. This statement of account must be certified by a Chartered Accountant.
A notice must be conducted with the information that there is a board meeting for special resolution of the subsidiary winding up.
The board meeting will pass the special resolution to wind up the company, where more than 75% of members need to provide consent in written format. A copy or special board resolution must be submitted.
If there are any pending litigations involving the company, they must be settled.
The company must obtain a No Objection Certificate from the regulatory authority of the company.
If the company has shares for the public, they must be closed and delisted from the share market.
All these documents must be submitted to the ROC. After submitting the documents, the company will process to deregister from the register of companies.
If everything is found perfect as per the documents and form submissions, the Register of Companies will provide a public notice that the company is about to close soon.
If no objection is found within 20 working days after the notice, the register will proceed with the closure of the Indian subsidiary. To complete the process, it takes 3 to 4 months from the end of ROC.
The register of companies will issue a certificate against the closure of the company.
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An Indian subsidiary is a form or company that acts as an extra arm to assist the parent company in reaching out to different regions, and business areas or adding to new services with a new board of directors with different liabilities. The main company should have more than 50% of the shares of any Indian subsidiaries. A foreign company can also invest in forming Indian subsidiaries.