Winding Up Petition explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
When the members of a company decide by special resolution that it be wound up by the National Company Law Tribunal, the company itself presents the petition. The petition is in Form WIN 2 of the Companies (Winding Up) Rules, 2020, and must be accompanied by a statement of affairs. This article gives a specimen and explains how it differs from a petition by a creditor-side petitioner or the Registrar in Form WIN 1.
The petitioner is the company, acting through an authorised director or secretary. The petition sets out the company's particulars, the special resolution passed at a general meeting under section 271, the financial position and the circumstances behind the resolution, and a prayer for winding up. Under section 272(4), a petition by the company is admitted only if accompanied by a statement of affairs in the prescribed form (Form WIN 4 is the form named in the rules consulted), and under section 272(5) a copy of the petition is filed with the Registrar, who submits his views within sixty days of receipt. The format follows the form as printed in the rules consulted; check the current forms before filing.
When you need this petition
Use it when the company has resolved by special resolution to be wound up by the Tribunal, which is ground (a) of section 271. It is also the form where a company is already in voluntary winding up or Tribunal winding up and the facts show that the existing winding up cannot be continued with due regard to the interests of the creditors or contributories or both; the form carries a paragraph for that case. Our section 273 guide, the winding up grounds list and the winding up process guide cover the law and procedure. A petition by any other petitioner uses Form WIN 1. For preparation help, see legal dispute resolution.
Specimen petition
BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH
IN THE MATTER OF LIMITED
(a company incorporated under the Companies Act, )
COMPANY PETITION NO. OF
LIMITED ...PETITIONER
PETITION BY THE COMPANY FOR WINDING UP
The petition of Limited, the Petitioner, showeth as follows:
1. The address of the Petitioner for service of all notices and processes is that of the Petitioner's representative, , at .
2. The Petitioner (the Company) was incorporated in under ] as a company limited by shares / limited by guarantee / an unlimited company, with CIN .
3. The registered office of the Company is situated at .
4. The authorised capital of the Company is , divided into shares of each. The amount of capital paid up or credited as paid up is .
5. The objects for which the Company was incorporated are: .
6. The Company is being wound up under dated . The facts showing that the winding up cannot be continued with due regard to the interests of the creditors or contributories or both are: .
7. By a special resolution duly passed in accordance with section 271 of the Companies Act, 2013 at a general meeting held on , after due notice as the Act provides, it was resolved votes in favour against votes against] as follows:
""
A certified copy of the notice, explanatory statement, minutes and resolution is annexed as Annexure .
8. The financial position of the Company and the circumstances that led to the special resolution are: , the state of the business, the reason for winding up, and the steps taken to settle dues]. A statement of affairs in the form prescribed under the Rules, verified as the Rules require, is annexed as Annexure .
9. A copy of this petition is being filed with the Registrar of Companies, , under section 272(5) of the Act.
10. The Board of Directors by its resolution dated authorised , , to present and sign this petition on behalf of the Company. A copy of the resolution is annexed as Annexure .
11. The Petitioner therefore prays that:
(1) the Company, Limited, be wound up by the Tribunal under the provisions of the Companies Act, 2013; and
(2) such other order be made as is just.
Representative for the Petitioner:
For Limited:
Date: Place:
ENCLOSURES
1. Statement of affairs in the form prescribed (Form WIN 4 in the rules consulted).
2. Certified copy of the special resolution with notice and explanatory statement.
3. Board resolution authorising the petition.
4. Memorandum and Articles of Association; certificate of incorporation.
5. Latest audited financial statements.
6. Affidavit verifying the petition in Form WIN 3.Clause-by-clause explanation
| Paragraph | What it does | Drafting tip |
|---|---|---|
| Heading | The company is the petitioner | Use the exact registered name and CIN |
| Address for service | Fixes where notices go | Use the representative's address |
| Incorporation, office, capital, objects | Identifies the company | Take from the incorporation documents |
| Existing winding up paragraph | Needed only if the company is already in winding up | Delete if it does not apply |
| Special resolution paragraph | Sets out the ground under section 271(a) | Quote the resolution exactly and the majority |
| Financial position | Explains why the company seeks winding up | Be accurate on assets, liabilities and efforts to pay dues |
| Registrar copy | Meets section 272(5) | File the copy on presentation |
| Authority paragraph | Shows who is authorised | Annex the Board resolution |
| Prayer | Seeks winding up and further orders | Keep it simple |
How it differs from Form WIN 1
Form WIN 1 is used by any other petitioner and states that petitioner's standing: a contributory under section 272(2), or the Registrar or an authorised person with the Central Government's sanction annexed. Form WIN 2 is for the company: it replaces the standing paragraph with the special resolution paragraph (the ground in section 271(a)), adds a paragraph on financial position and circumstances, and carries a paragraph for a company already being wound up. The company's petition must carry a statement of affairs; a petition under WIN 1 by another person need not, unless the company itself is the petitioner. See the Form WIN 1 article for the comparison and for the contributory and Registrar paragraphs.
The law behind it
Section 271(a) lets the Tribunal wind up a company, on a petition under section 272, if the company has by special resolution resolved that it be wound up by the Tribunal. Section 272(1)(a) names the company as a person who may petition. Section 272(4) says the company's petition is admitted only if accompanied by a statement of affairs in the prescribed form and manner. Section 272(5) requires a copy of the petition to be filed with the Registrar, who submits his views to the Tribunal within sixty days of receipt. Section 273 lets the Tribunal dismiss the petition, make an interim order, appoint a provisional liquidator, order winding up or pass another order, within ninety days of presentation.
Winding Up Rules, 2020, rule 3 (as printed in the material consulted). A petition is presented in Form WIN 1 or WIN 2, as the case may be, with variations the circumstances require, in triplicate, and is verified by an affidavit in Form WIN 3 by the petitioner; where the petitioner is a body corporate, by a director, secretary or other authorised person. These rules are not reproduced in full; check the current text before filing.
Special resolution. The majority and the notice for a special resolution are in section 114; see our special resolution guide.
Filing, stamp duty and execution
The petition is signed by the authorised director or secretary and the representative, verified by an affidavit in Form WIN 3, and presented in triplicate with the statement of affairs and enclosures. Court fee is payable as per the applicable rules; no amount is stated here. The Board resolution authorising the petition and the special resolution are certified as true copies. See our stamp duty overview for other documents.
Common mistakes
- Presenting the petition without a statement of affairs, which section 272(4) makes a condition of admission.
- Passing an ordinary resolution when a special resolution is needed.
- Quoting the special resolution loosely instead of exactly as passed.
- Not annexing the notice and explanatory statement of the general meeting.
- Omitting the Board resolution authorising the signatory.
- Forgetting to file a copy with the Registrar.
- Describing the financial position without supporting figures.
- Using Form WIN 1 wording for a company petition.
Need help with a company's winding up petition?
If your members have resolved to wind the company up, the notice, special resolution, statement of affairs and petition must line up. Our team can prepare the set and appear before the Tribunal. See legal dispute resolution. For a related Tribunal petition by members against management, see our Form NCLT-1 oppression petition format.
Key takeaways
- The company petitions on the strength of a special resolution under section 271(a).
- A statement of affairs is a condition of admission under section 272(4).
- File a copy with the Registrar; he has sixty days to give his views.
- Form WIN 3 verifies the petition.
- Check the current forms and rules before filing.
Read next
- Winding up petition format (Form WIN 1)
- Grounds for winding up by the Tribunal under section 271
- Section 273: powers of the Tribunal in winding up
- Special resolution: section 114 drafting
Disclaimer: This specimen is a general model for information. Every document must be adapted to its facts and to the law, rules and forms in force when it is signed or filed; stamp duty, registration and court fees depend on the State and the forum. This article is general information, not legal advice; check the official text before acting.