Procedure for voluntary winding-up: 

A company may be wound-up voluntarily under Section 484, according to the following procedures

(a) By passing an ordinary resolution at a general meeting in any of the following circumstances: (i) When the period (if any) fixed for the duration of the company by its Articles has expired. (ii) When the Articles provide for the dissolution of the company on occurrence of an event and the event has occurred e.g. if a company is formed to construct a particular bridge and tile same has been built.

(b) By a special resolution: When the company for any reason which need not be disclosed, decides that it should be wound-up voluntarily. A company may be prosperous, yet it may desire to wind-up its affairs as a matter of convenience. It can do so if it passes a special resolution to that effect.

The members of a company can not be divested of their right to pass a resolution calling for a voluntary winding-up by including in the Articles, a special provision in this regard because such a provision would be repugnant to the express provisions of this Act. Notices of the meeting where it is intended to propose an ordinary or a special resolution as the case may be, must be given, and the meeting should be held in the manner laid down by the Act and the articles of the company. Upon the passing of a resolution for voluntary winding-up, the company must within 14 days thereof, give notice of the resolution by an advertisement in the Official Gazette and also in some newspapers circulating in the district where the Registered Office of the company is situated (Section 485). A printed or typewritten copy of every winding-up resolution passed in pursuance of Section 484 (duly certified under the signature of an officer of the company must within thirty days after the passing thereof be filed with the Registrar who shall record the same (Section 192).