(1) A corporate person who has not committed any default may initiate voluntary liquidation proceedings under the provisions of this section.

(2) The voluntary liquidation of a corporate person under sub-section (1) shall meet such conditions and procedural requirements as may be specified by the Board.

(3) Without prejudice to sub-section (2), voluntary liquidation proceedings of a corporate person registered as a company shall meet the following conditions, namely:—

1. a declaration from majority of the directors of the company verified by an affidavit stating that—
   1. they have made a full inquiry into the affairs of the company and they have formed an opinion that either the company has no debt or that it will be able to pay its debts in full from the proceeds of assets to be sold in the voluntary liquidation; and
   2. the company is not being liquidated to defraud any person;
2. the declaration under clause (a) shall be accompanied with the following documents, namely:—
   1. audited financial statements and record of business operations of the company for the previous two years or for the period since its incorporation, whichever is later;
   2. a report of the valuation of the assets of the company, if any, prepared by a registered valuer;
3. within four weeks of a declaration under clause (a), there shall be—
   1. a special resolution of the members of the company in a general meeting requiring the company to be liquidated voluntarily and appointing an insolvency professional to act as the liquidator; or
   2. a resolution of the members of the company in a general meeting requiring the company to be liquidated voluntarily as a result of expiry of the period of its duration, if any, fixed by its articles or on the occurrence of any event in respect of which the articles provide that the company shall be dissolved, as the case may be and appointing an insolvency professional to act as the liquidator.

(4) Where the affairs of the corporate person have been completely wound up, and its assets completely liquidated, the liquidator shall make an application to the Adjudicating Authority for the dissolution of such corporate person.

(5) The Adjudicating Authority shall on an application filed by the liquidator under sub-section (4) pass an order that the corporate person shall be dissolved from the date of that order and the corporate person shall be dissolved accordingly.

(6) A copy of an order under sub-section (5) shall within fourteen days from the date of such order, be forwarded to the authority with which the corporate person is registered.

(7) Where the voluntary liquidation proceedings of a corporate person is not completed within such period as may be specified by the Board, the liquidator shall make an application to the Adjudicating Authority to extend the period of such process.