PREFERENCE SHARE ALLOTTED LONG BACK, NOW THE SHAREHOLDING COMPANY IS NOT TRACEABLE

[CA Shailesh Urdhwareshe]

A private limited company had issues preference shares long back. the shareholding company is absconding. no one responsible is available. this company intends to wind up. what steps need to be taken to let this company wind up ?

[Arun Kumar Maitra]

Closing a private limited company when a key shareholder company is absconding can be tricky, but corporate laws provide structured legal pathways to resolve this deadlock. Under the Indian corporate framework (Companies Act, 2013, and the Insolvency and Bankruptcy Code, 2016), preference shareholders are technically considered "contributories."

The legal options depend on whether the remaining board/shareholders still hold enough voting power to pass a resolution, or if a complete court-assisted approach is required.

Route 1: Summary Winding Up or STK-2 (If the Company is Inactive)

Route 2: Voluntary Liquidation (If the Company has Assets/Liabilities)

Route 3: Petition to the NCLT (If There is a Voting Deadlock)

Recommended Immediate Steps

1. Check the Registry: Verify the status of the absconding company on the MCA portal. Check if they themselves have been struck off or are under liquidation.
2. Document the Search: Send a formal demand/notice to their last registered address and corporate email. Keep strict records of the non-delivery or lack of response to prove your "due diligence" to the ROC or NCLT later.

Given that an absconding corporate entity is involved, it is highly recommended to engage a practicing Company Secretary (CS) or a corporate lawyer to formally draft the notices and evaluate whether an STK-2 filing or an NCLT petition is the safer legal route for your specific shareholding structure.

CA CS Arun Kumar Maitra

On Sat, Jun 20, 2026 at 4:12 PM CA Shailesh Urdhwareshe <shail...@gmail.com> wrote:

A private limited company had issues preference shares long back. the shareholding company is absconding. no one responsible is available. this company intends to wind up. what steps need to be taken to let this company wind up ?

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