Board resolution format for voluntary liquidation under Section 59 of the IBC, with directors' declaration of solvency, valuer report and EGM in four weeks.
“RESOLVED THAT pursuant to the provisions of Section 59 of the Insolvency and Bankruptcy Code, 2016 read with the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, and subject to the approval of the members by special resolution and, where the Company owes any debt, the approval of creditors representing two-thirds in value of its debt, consent of the Board be and is hereby accorded to the proposal to liquidate the Company voluntarily, the Company not having committed any default.
RESOLVED FURTHER THAT the Board, having made a full inquiry into the affairs of the Company, is of the opinion that [the Company has no debt / the Company will be able to pay its debts in full from the proceeds of assets to be sold in the voluntary liquidation] and that the Company is not being liquidated to defraud any person, and Mr./Ms. [●], Mr./Ms. [●] and Mr./Ms. [●], being a majority of the Directors, be and are hereby authorised to make the declaration of solvency verified by affidavit, accompanied by the audited financial statements and record of business operations for the previous two years and a registered valuer’s report.
RESOLVED FURTHER THAT an Extraordinary General Meeting be convened on [●], within four weeks of the declaration, to approve the voluntary liquidation and appoint Mr./Ms. [●], insolvency professional (Registration No.: [●]), as Liquidator, and any Director and/or the Company Secretary of the Company be and is hereby severally authorised to issue the notice, inform the Registrar of Companies and the Insolvency and Bankruptcy Board of India within seven days of the special resolution or the creditors’ approval, and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”