Section 59(3) in Insolvency And Bankruptcy Code, 2016
(3)Without prejudice to sub-section (2), voluntary liquidation proceedings of a corporate person registered as a company shall meet the following conditions, namely:-(a)a declaration from majority of the directors of the company verified by an affidavit stating that-(i)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(ii)the company 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 company 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 company, if any prepared by a registered valuer;(c)within four weeks of a declaration under sub-clause (a), there shall be-(i)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(ii)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:Provided that the company owes any debt to any person, creditors representing twothirds in value of the debt of the company shall approve the resolution passed under sub-clause (c) within seven days of such resolution.
