Company Closure & Strike Off

Voluntary strike-off (closure without formal winding-up) is governed by Section 248(2), Companies Act 2013, read with Rule 4, Companies (Removal of Names of Companies from Register of Companies) Rules 2016. Eligible companies are those that have had no business or operations for the two immediately preceding financial years and have not applied for dormant-company status, or that have not commenced business within one year of incorporation. The company must first extinguish all liabilities, obtain approval by special resolution (or consent of 75% of members by value), and prepare a statement of accounts (not older than 30 days before the application) certified by a Chartered Accountant. The application is filed in Form STK-2, with a government fee of ₹10,000. The Registrar then issues a public notice (Form STK-6) inviting objections within 30 days before publishing the striking-off notice in the Official Gazette (Form STK-7). Directors and past officers remain personally liable for any outstanding dues or liabilities notwithstanding the strike-off, per Section 248(7) and Section 248(8).

Strike off is the Registrar's power under Section 248 of the Companies Act 2013 to remove a defunct company from the register, dissolving it. The company itself can apply in Form STK-2 where it has ceased to carry on business and has no pending liabilities; the Registrar can also strike off a company on his own motion where it is not carrying on business or is not in operation. The strike-off route is designed for genuinely inactive companies — it is not a shortcut out of liabilities.

Closure and strike off are often discussed as the same thing, and in outcome they converge: the company is dissolved and its name removed. The difference is who initiates and how much pre-clearance the company must do. A voluntary strike off requires the statutory filings to be current, the tax positions to be settled, and the board to authorise the application — and even after dissolution, the directors' and members' liability for the company's obligations can survive under Section 248(7) of the Act (VERIFY: the precise scope of post-dissolution liability under Section 248(7)).

Leaving a dead company open has costs that sneak up: additional fees under Section 403 on un-filed annual returns, the company's name occupying the MCA record, and the practical mess of a bank account and assets that belong to an entity nobody manages. Where the company has real creditors or disputes, strike off is the wrong tool — the correct route is an insolvency or liquidation process that deals with the claims.

This service is for companies that have stopped operating and want the entity closed. We verify the company qualifies for strike off under Section 248 — including the no-liability and no-assets checks — clear the pending filings, prepare Form STK-2 with the board resolution, file and follow the process through the notice and objection window to the dissolution order, and advise where the company instead needs a formal winding-up route.