Difference Between Dissolution and Winding Up of a Company
                     Difference between 
Dissolution and Winding 
up of a Company
 Dissolution of a company is when a company is dissolved by order of a tribunal, i.E. National company law 
tribunal (NCLT), after the completion of its winding-up process. 
 The company’s dissolution brings its existence to an end, and its name is struck off by the registrar of 
companies (ROC).
 Both dissolution and winding up relate to the company’s end and are sometimes 
confused by the people. 
 Winding up is the process where the liquidator is appointed to settle and distribute 
the company’s assets among the creditors and other relevant stakeholders. 
Dissolution takes place after the winding process is completed.
Dissolution of a Company
 A company ceases to exist as a corporate entity after its 
dissolution. The company name is struck off from the 
register of companies, and it shall be published in the 
official gazette. Dissolution of a company can be brought 
about in the following two ways:
 Through transferring the company’s undertaking to 
another company under a scheme of amalgamation or 
reconstruction. The order of NCLT will dissolve the 
transferor company without being wound up. 
 Through winding up of the company by realising its assets 
and paying its liabilities from the proceeds
Winding up of a Company
 The winding up procedure results in the dissolution 
of a company. A liquidator is appointed who takes 
control of the company. 
 The liquidator realises the company assets and 
applies the proceeds in payment of its debts. 
 In between winding up and dissolution, the 
company exists, and it can be sued in a court of 
law or nclt. After completing the winding up 
process, the liquidator applies to the NCLT to pass 
an order of dissolution. 
Dissolution and Winding up 
PDaritfficuelarrsences Winding up Dissolution
Winding up means Dissolution means to 
appointing a liquidator to dissolve the company 
Meaning sell off the assets, divide completely. Any further 
the proceeds among operations cannot be 
creditors, and file to the done in the company 
NCLT for dissolution. name.
Winding up is one of Dissolution is the end
Process the method through 
process/result of winding 
up and getting the name 
which the dissolution of a
company is carried on. stuck off from the 
Register of Companies.
The legal entity of the 
company continues and The dissolution of the 
Existence of Company exists at company brings an end 
the commencement and 
during the winding up to its legal entity status.
process.
Dissolution and Winding up 
Differences A company can be
allowed to continue its
business during the 
winding up process if The company ceases 
Continuation of
Business it is to exist
required for the upon its dissolution.
beneficial winding up 
of
the company.
Moderator Liquidator carries out the The NCLT passes the process of winding up. order of dissolution.
Filling of winding up 
resolution or petition, the 
appointment of the Filing of resolutions, 
Activities Included liquidator, receiving 
declarations and other 
required documents to 
declarations, preparation the NCLT to pass 
of reports, disclosures to 
ROC and filing for dissolution order.
dissolution to the NCLT.
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