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Indian Subsidiary Company Closure

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  • Overview
  • Process
  • Documents
  • Reasons
  • FAQs

What is an Indian Subsidiary Company ?

An Indian subsidiary company is a type of business entity that is controlled or owned by another company, which is usually referred to as the parent company. In the context of business and corporate structure, a subsidiary company is typically a separate legal entity from its parent company, but the parent company holds a majority stake in its ownership.

Here are some key characteristics of an Indian subsidiary company:

  • Ownership: The parent company, which can be either an Indian or foreign entity, owns a significant portion of the shares of the subsidiary company. In most cases, the parent company holds more than 50% of the subsidiary's shares, giving it control over the subsidiary's operations and management.
  • Separate Legal Entity: A subsidiary company is considered a separate legal entity distinct from its parent company. It has its own assets, liabilities, management structure, and financial statements.
  • Control: While the parent company may own a majority stake in the subsidiary, it doesn't necessarily need to control every aspect of the subsidiary's operations. Depending on the corporate governance structure and agreements in place, the subsidiary may.

 

What is the Indian Subsidiary Company Closure Process ?

Closing an Indian subsidiary company involves several steps and legal procedures. Here's a general outline of the process:

  1. Board Resolution: The board of directors must pass a resolution approving the closure of the subsidiary company.
  2. Approval from Shareholders: Shareholders may need to pass a special resolution approving the closure, depending on the circumstances and the provisions of the Companies Act, 2013.
  3. Clearance from Creditors: All outstanding debts and liabilities of the subsidiary company must be settled. Creditors must be informed about the closure, and their consent may be required.
  4. Clearance from Regulatory Authorities: Obtain clearance from various regulatory authorities such as the Registrar of Companies (ROC), tax authorities, and any other relevant regulatory bodies.
  5. Liquidation: If the assets of the subsidiary company need to be liquidated to settle liabilities, appoint a liquidator who will oversee the process.
  6. Public Notice: Publish a public notice regarding the closure of the subsidiary company in newspapers as per the requirements of the Companies Act, 2013.
  7. Cancellation of Registrations: After obtaining approval from the ROC, cancel the registrations of the subsidiary company with various authorities such as tax authorities, labor department, etc.
  8. Closure of Bank Accounts: Close the bank accounts of the subsidiary company and transfer any remaining funds to the parent company or distribute them among shareholders, as per the decision of the board.
  9. Final Compliance: Ensure compliance with any other legal requirements or procedures specific to the closure of a company in India.
  10. File Closure Documents with ROC: Prepare and file the necessary documents with the ROC, including Form FTE (Fast Track Exit) or other relevant forms as prescribed under the Companies Act, 2013. These documents typically include:
  • Board resolution authorizing closure
  • Special resolution passed by shareholders (if applicable)
  • Financial statements
  • Affidavit from directors regarding clearance of liabilities
  • NOC from creditors
  • NOC from tax authorities
  • Any other relevant documents

 

What are the documents required for Indian Subsidiary Company Closure?

Closing an Indian subsidiary company involves several documents that need to be prepared and filed with the relevant authorities. Here's a list of the documents typically required for the closure process:

  • Board Resolution: A resolution passed by the board of directors of the subsidiary company approving the closure and authorizing the necessary actions.
  • Special Resolution by Shareholders: If required by the Companies Act, 2013 or the Articles of Association of the company, a special resolution passed by the shareholders approving the closure.
  • Financial Statements: Audited financial statements of the subsidiary company up to the date of closure, including balance sheet, profit and loss account, and cash flow statement.
  • Affidavit from Directors: An affidavit signed by the directors of the subsidiary company confirming that all liabilities of the company have been settled or adequately provided for.
  • No Objection Certificate (NOC) from Creditors: NOCs from creditors confirming that they have no objections to the closure of the subsidiary company or that their debts have been settled.
  • NOC from Tax Authorities: NOCs or clearances from relevant tax authorities confirming that all tax liabilities of the subsidiary company have been discharged.
  • Form FTE (Fast Track Exit): This form is typically used for the closure of defunct companies under Section 560 of the Companies Act, 1956. However, the specific form or procedure may vary based on the applicable laws and regulations at the time of closure.
  • Public Notice: A public notice announcing the closure of the subsidiary company published in newspapers as per the requirements of the Companies Act, 2013.
  • Miscellaneous Documents: Any other documents required by the Registrar of Companies (ROC) or other regulatory authorities, such as applications, declarations, or undertakings.
  • Application for Deregistration: An application for deregistration of the subsidiary company with the ROC along with supporting documents.

 

What are Indian Subsidiary Company Closure Reasons?

There can be various reasons for closing an Indian subsidiary company, depending on the specific circumstances and business objectives of the parent company. Some common reasons for closure include:

  • Financial Losses: If the subsidiary company is consistently incurring losses and there are no viable prospects for improvement, the parent company may decide to close it to stop further financial drain.
  • Change in Business Strategy: Shifts in market dynamics, changes in consumer preferences, or advancements in technology may render the business model of the subsidiary company obsolete. In such cases, the parent company may choose to close the subsidiary and reallocate resources to more promising ventures.
  • Mergers and Acquisitions: If the parent company undergoes a merger or acquisition, redundant subsidiaries may be closed as part of consolidation efforts to streamline operations and reduce costs.
  • Compliance Issues: Persistent non-compliance with regulatory requirements, such as tax obligations or legal mandates, may lead to closure to avoid legal repercussions and reputational damage.
  • Strategic Restructuring: The parent company may decide to restructure its business portfolio to focus on core areas of competency or to divest non-core assets, which could include closing certain subsidiary companies.
  • Market Exit: If the parent company decides to exit a particular market or industry due to unfavorable conditions or strategic reasons, it may close its subsidiary operating in that market.
  • Success of Objectives: Sometimes, a subsidiary company is established for a specific purpose, such as market entry or research and development. Once those objectives are achieved or deemed unattainable, the parent company may choose to close the subsidiary.
  • Insolvency or Bankruptcy: In cases where the subsidiary company becomes insolvent or bankrupt and is unable to meet its financial obligations, closure may be inevitable.
  • Management or Operational Issues: Persistent management or operational challenges within the subsidiary company, such as leadership conflicts or operational inefficiencies, may prompt the parent company to consider closure as a solution.
  • Strategic Realignment: Changes in the parent company's strategic direction, organizational structure, or corporate priorities may lead to the closure of certain subsidiary companies that no longer align with the overall strategy.

 

FAQs

To close a subsidiary company, the parent company should first convene a board meeting to pass a resolution for closure. Then, the subsidiary needs to settle its liabilities, file necessary documents with regulatory authorities, and deregister with the Registrar of Companies. Compliance with legal formalities is crucial.
 

To close an Indian subsidiary company, adhere to the regulatory requirements outlined in the Companies Act, 2013. Start with board approval, convene shareholder meetings, settle outstanding liabilities, and apply for striking off with the Ministry of Corporate Affairs. Comply with tax and regulatory obligations to avoid legal implications.
 

The procedure for striking off a subsidiary company involves obtaining board and shareholder approvals, settling liabilities, filing requisite forms with the Registrar of Companies (ROC), publishing public notices, and obtaining ROC approval. Compliance with statutory requirements and clearance of outstanding dues are essential steps in the process.
 

The procedure for company closure typically involves convening board and shareholder meetings to pass resolutions for voluntary winding-up, appointing a liquidator, settling debts, filing required documents with authorities, and obtaining closure certificates. Compliance with legal requirements and creditor notification is crucial throughout the process.
 

Yes, a subsidiary can be dissolved through voluntary liquidation or winding up procedures as per the laws governing corporations in the jurisdiction where it operates. Dissolution involves settling debts, liquidating assets, and formally ending the subsidiary's existence as a separate legal entity.
 

Yes, a parent company can sell its subsidiary company by transferring ownership through a sale of shares or assets. This process involves negotiating terms, conducting due diligence, and complying with legal and regulatory requirements. Upon completion of the sale agreement, the subsidiary becomes owned by the purchaser.

The cost of closing a company in India varies depending on factors such as outstanding liabilities, statutory compliances, and professional fees. On average, the expenses can range from ₹20,000 to ₹50,000 or more, inclusive of government fees, professional services, and other associated costs.

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