Winding Up

Winding up is the process of dissolving a company. While winding up, a company ceases to do business as usual. Its sole purpose is to sell off stock, pay off creditors, and distribute any remaining assets to partners or shareholders.

The term is used primarily in Great Britain, where it is synonymous with liquidation.

[Important: Winding up a business is not the same as bankruptcy, although it is usually the end result of bankruptcy.]

Winding up a business is a legal process regulated by corporate laws as well as a company's articles of association or partnership agreement. Winding up can be compulsory or voluntary and can apply to publicly and privately held companies.

Compulsory Winding Up

A company can be legally forced to wind up by court order. In such cases, the company is ordered to appoint a liquidator to manage the sale of assets and distribution of the proceeds to creditors.

The court order is often triggered by a suit brought by the company's creditors. They are often the first to realize that a company is insolvent because their bills have remained unpaid.

In other cases, the winding up is the final conclusion of a bankruptcy proceeding.

In any case, a company may not have sufficient assets to satisfy all its debtors entirely, and the creditors will face an economic loss.

Voluntary Winding Up

A company's shareholders or partners may trigger a voluntary winding up, usually by the passage of a resolution. If the company is insolvent, the shareholders may trigger a winding up to avoid bankruptcy and, in some cases, personal liability for the company's debts. Even if it is solvent, the shareholders may feel their objectives have been met and it is time to cease operations and distribute company assets.

In other cases, market situations may paint a bleak outlook for the business. If the stakeholders decide the company will face insurmountable challenges, they may call for a resolution to wind up the business.  

A subsidiary also may be wound up, usually because of its diminishing prospects or its inadequate contribution to the parent company's bottom line.

Some examples of well-known American companies that were liquidated, or wound up, including Circuit City, RadioShack, Blockbuster, Borders Group, and Toys "R" Us. In February 2019, the discount shoe store chain Payless closed its remaining stores, effectively beginning the winding up process. All of those retailers were in deep financial distress before filing for bankruptcy and agreeing to liquidate.

Once the winding up process has begun, a company can no longer pursue business as usual. The only action they may attempt is to complete the liquidation and distribution of its assets. At the end of the process, the company will be dissolved and will cease to exist. 

Winding up a business is not the same as bankruptcy, although it is usually an end result of bankruptcy.

For example, Payless, the shoe retailer, filed for bankruptcy in April 2017, almost two years before the business finally ceased operations. Under court supervision, the company shut down about 700 stores and repaid about $435 million in debt. Four months later, the court allowed it to emerge from bankruptcy. It continued to operate until March 2019, when it abruptly shut down its remaining 2,500 stores and filed again for bankruptcy. This time, Payless is winding up.

• A company that is winding up ceases to do business as usual.
• Its sole purpose is to sell off assets, pay off creditors, and distribute any remaining assets.
• Winding up a business is not the same as bankruptcy, although it is usually an end result of bankruptcy.