Voluntary removal of a company name under section 248(2): STK-2 via C-PACE, ₹10,000 fee, liability extinguishment, section 249 three-month restrictions, STK-8 accounts and when ROC suo-moto strike-off differs.
By Kanoons Editorial Team · 13 min read · Last verified 2026-10-06
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Summary
When a company has stopped and the bank accounts, GSTIN, tax logins and vendor balances are truly clear, India offers a fast-track exit: apply under section 248(2) of the Companies Act, 2013 in Form STK-2 so the Registrar can remove the name from the register and publish dissolution in the Official Gazette. The filing fee on MCA’s Close Company FAQ is ₹10,000, and voluntary applications are routed through C-PACE (Centre for Processing Accelerated Corporate Exit). Verified against MCA — Close Company FAQ, MCA — C-PACE FAQ and the section 248 / 249 text on 6 October 2026.
- Voluntary path: s.248(2) → Form STK-2 → C-PACE; MCA-stated fee ₹10,000.
- Preconditions: all liabilities extinguished + special resolution or consent of 75% paid-up share capital.
- Grounds track s.248(1) (never commenced / two-year inactivity without dormant application / subscription–INC-20A failures / s.12(9) verification, etc.).
- Section 249 blocks applications after certain events in the previous three months.
- Service path: Company Strike-off.
Strike-off vs the alternatives
| Path | When it fits | When it does not |
|---|---|---|
| Voluntary strike-off (STK-2) | Inactive company, liabilities nil, books closable, no s.249 taint | Live creditors, tax demands, inspections, or ongoing trading |
| Dormant company (s.455) | You want to keep the company alive with minimal activity | You want the name gone |
| Winding up / IBC | Assets, disputes or insolvency need a formal process | Simple no-asset dormancy with clean releases |
| Suo-moto strike-off (ROC) | Registrar initiates on s.248(1) belief | You lose control of timing — still answer notices |
Dormant status is a pause button; strike-off is an exit. If you only missed ROC filings, read CCFS-2026 regularisation before you assume strike-off is cheaper than catching up.
Eligibility grounds (section 248)
Section 248(1) lists the Registrar’s belief grounds; section 248(2) lets the company apply on all or any of those grounds after liabilities are extinguished. MCA’s C-PACE FAQ restates the practical voluntary set:
1. Failed to commence business within one year of incorporation. 2. Not carrying on business or operations for two immediately preceding financial years and has not applied for dormant status under section 455. 3. Subscribers have not paid the subscription undertaken at incorporation and the section 10A declaration was not filed within 180 days. 4. Not carrying on business as revealed after physical verification under section 12(9).
Companies regulated under a special Act need the regulatory body’s approval enclosed with the application (MCA Close Company FAQ).
Section 249 — the three-month trap
Do not file STK-2 if, in the previous three months, the company:
- Changed its name or shifted registered office to another State
- Disposed for value of property/rights in the normal course of trading for gain
- Engaged in activity other than closure / application / statutory compliance steps
- Has a pending Tribunal compromise or arrangement
- Is being wound up under the Companies Act or the IBC
Violation → fine up to ₹1 lakh, plus withdrawal / rejection of the application (s.249(2)–(3)). Freeze non-closure activity before you notarised affidavits.
STK-2 filing pack (practical)
MCA / C-PACE materials commonly expect:
| Document | Role |
|---|---|
| STK-2 webform | Application to remove name (C-PACE) |
| Special resolution / 75% consent | Shareholder authority under s.248(2) |
| STK-3 indemnity bond | Directors’ indemnity (stamp paper as applicable) |
| STK-4 affidavits | Notarised affidavit by each director |
| STK-8 statement of accounts | Assets & liabilities ≤ 30 days before application, CA-certified |
| Bank closure / NOC evidence | Shows liabilities actually extinguished |
| Regulatory NOC | RBI / SEBI / IRDAI / NHB / etc. when the company is regulated |
| Pending MCA / tax hygiene | Oversight filings cleared or explained — C-PACE rejection notes often cite dues and non-filings |
Exact attachment labels evolve with the V3 webform — follow the live instruction kit at filing time.
Mid-article CTA: Start a voluntary company strike-off → Cross-sell: ROC Annual Filing, GST Cancellation, INC-20A Filing.
Process after you submit
1. Public notice in the prescribed form (Registrar / C-PACE workflow). 2. Waiting period for objections (statute contemplates representations within the notice window — commonly discussed as 30 days from the Registrar’s notice under s.248(1)/(2) mechanics). 3. If no cause shown, name struck off; notice in the Official Gazette → company dissolved (s.248(5)). 4. Directors’ liability for fraud / unlawful acts does not vanish merely because the Gazette published — section 248(7) style consequences and section 251 fraud powers remain relevant in abuse cases.
Keep bank statements, indemnity originals and the STK-8 working file for years — restoration applications and creditor claims are how “closed” companies reopen conversations.
Parallel closures you should not skip
Strike-off removes the company name; it does not auto-finish every other registration:
- GST cancellation / GSTR-10 — GST Cancellation and Cancel GST registration guide
- Income-tax closure / final ITR for the company
- Bank accounts, ESI / EPF, Shops & Establishment, professional tax
- Director DSC / DIN hygiene for people who remain directors elsewhere
Common failure modes
- Filing STK-2 while a loan, GST demand or related-party balance still exists.
- Ignoring section 249 after a last-minute asset sale.
- STK-8 dated more than 30 days before application.
- Assuming suo-moto ROC strike-off will save fees while notices go unanswered.
- Skipping special-Act NOCs for NBFC-adjacent or other regulated entities.
- Using strike-off to escape inspection / inquiry — those companies are routinely filtered out of the fast path.
Related reading on this site
- INC-20A commencement of business
- Private limited annual compliance calendar
- CCFS-2026 company regularisation
- Cancel GST registration
Primary sources
- Companies Act, 2013 — sections 248, 249, 250, 251, 455
- Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 (STK forms)
- MCA — Close Company FAQ
- MCA — C-PACE FAQ
- mca.gov.in Company e-filing → Approval Services → STK-2
Disclaimer
General information only — not legal advice. Kanoons is not a law firm. Strike-off eligibility, C-PACE document checklists, regulatory NOCs and director liability after dissolution are fact-specific; confirm against the live Companies Act, Removal of Names Rules and MCA portal before applying. See our Disclaimer.
Frequently asked questions
What is company strike-off under section 248?
Section 248 of the Companies Act, 2013 lets the Registrar remove a company’s name from the register of companies. Under section 248(2), a company that has extinguished all liabilities may itself apply (special resolution or consent of 75% of paid-up share capital) on the grounds in section 248(1). The prescribed application is Form STK-2.
Which form and fee apply for voluntary strike-off?
File Form STK-2 on the MCA portal (Company e-filing → Approval Services), currently processed through the Centre for Processing Accelerated Corporate Exit (C-PACE). MCA’s Close Company FAQ states the fee is ₹10,000. Attach the documents required by the Companies (Removal of Names) Rules — typically including STK-3 indemnity, STK-4 affidavits, STK-8 statement of accounts certified by a CA, and regulatory NOCs where applicable.
When can a company apply for voluntary strike-off?
Common grounds mirrored from section 248(1) include: failure to commence business within one year of incorporation; no business or operations for the two immediately preceding financial years without applying for dormant status under section 455; subscribers not paying subscription / INC-20A declaration defaults; or inactivity revealed after physical verification under section 12(9). All liabilities must be extinguished before the section 248(2) application.
What does section 249 restrict?
You cannot apply under section 248(2) if, in the previous three months, the company changed its name or shifted registered office to another State, disposed of property for value in the normal course of trade, carried on activity other than closure-related steps, has a pending Tribunal compromise/arrangement, or is being wound up under the Companies Act or the IBC. A violating application can attract fine up to ₹1 lakh and must be withdrawn or rejected.
Is strike-off the same as winding up?
No. Strike-off under section 248 is an administrative removal from the register when the company is inactive and liabilities are cleared (or when the Registrar acts suo moto). Winding up / liquidation under the Companies Act or IBC is the court / tribunal / process-heavy path for companies with unresolved creditors, disputes or insolvency. Pick strike-off only when the liability and restriction tests are truly met.