2.9.3:Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017.
3. Initiation of Liquidation
(1) Without prejudice to section 59(2), liquidation proceedings of a corporate person shall meet the following conditions, namely: —
(a) a declaration from majority of
(i) the designated partners, if a corporate person is a limited liability partnership,
(ii) individuals constituting the governing body in case of other corporate persons,
as the case may be, verified by an affidavit stating that-
(i)they have made a full inquiry into the affairs of the corporate person and they have formed an opinion that either the corporate person 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 liquidation; and
(ii) the corporate person is not being liquidated to defraud any person;
(b) the declaration under sub-clause (a) shall be accompanied with the following documents, namely: —
(i) audited financial statements and record of business operations of the corporate person for the previous two years or for the period since its incorporation, whichever is later;
(ii) a report of the valuation of the assets of the corporate person, if any prepared by a registered valuer;
(c) within four weeks of a declaration under sub-clause (a), there shall be-
(i) a resolution passed by a special majority of the partners or contributories, as the case may be, of the corporate person requiring the corporate person to be liquidated and appointing an insolvency professional to act as the liquidator; or
(ii) a resolution of the partners or contributories, as the case may be, requiring the corporate person to be liquidated as a result of expiry of the period of its duration, if any, fixed by its constitutional documents or on the occurrence of any event in respect of which the constitutional documents provide that the corporate person shall be dissolved, as the case may be, and appointing an insolvency professional to act as the liquidator:
Provided that the corporate person owes any debt to any person, creditors representing two-thirds in value of the debt of the corporate person shall approve the resolution passed under sub-clause (c) within seven days of such resolution.
(2) The corporate person shall notify the Registrar and the Board about the resolution under sub-regulation (1) to liquidate the corporate person within seven days of such resolution or the subsequent approval by the creditors, as the case may be.
(3) Subject to approval of the creditors under sub-regulation (1), the liquidation proceedings in respect of a corporate person shall be deemed to have commenced from the date of passing of the resolution under sub-clause (c) of subregulation (1):
Explanation: For the purposes of sub-regulations (1) to (3), corporate person means a corporate person other than a company.
(4) The declaration under sub-regulation (1)(a) or under section 59(3)(a) shall list each debt of the corporate person as on that date and state that the corporate person will be able to pay all its debts in full from the proceeds of assets to be sold in the liquidation .