Voluntary closure (STK-2)

Category: ROC & Annual Compliance. From ₹5,999. Typical timeline: 60–90 days.

Overview

Striking off a company under Section 248 of the Companies Act is the formal route to close a company that is no longer operating, has no assets or liabilities, and wants to exit the ROC register without going through winding-up proceedings in the tribunal. It is significantly faster and cheaper than court-supervised winding up but requires the company to first clear all statutory dues and pending compliances before the ROC will remove its name.

Who needs it

• Dormant companies with no business activity that want to close formally rather than remain non-compliant
• Founders shutting down a failed venture cleanly to avoid future director disqualification
• Companies incorporated but never operationalised, with no transactions to report
• Groups consolidating multiple shell entities into fewer active companies

Eligibility

• Company has not commenced business within one year of incorporation, or has not carried on business for two immediately preceding financial years
• No pending litigation, no outstanding liabilities, and all assets and liabilities are settled
• Company must not be listed and must not have accepted public deposits or have any pending statutory dues

Documents required

• Board resolution and special resolution (or consent of 75% shareholders) approving strike-off
• Statement of accounts not older than 30 days, certified by a chartered accountant
• Indemnity bond (Form STK-3) from every director
• Affidavit (Form STK-4) from every director
• No-objection certificate from sectoral regulators, if applicable
• PAN and bank account closure proof

Process

1. Clear pending compliances — File all overdue annual returns, financial statements and close out any outstanding tax or ROC dues.
2. Close bank accounts and settle liabilities — Ensure the company has no assets or liabilities and close all operating bank accounts.
3. Board and shareholder approval — Pass a board resolution and obtain shareholder consent (special resolution or 75% consent) for strike-off.
4. File Form STK-2 — Submit the strike-off application with the statement of accounts, indemnity bond, affidavit and consent documents.
5. ROC processing and public notice — The ROC publishes a public notice inviting objections before striking the company off the register.

Government fees

• Form STK-2 filing fee: ₹10,000

Professional fee

Our fee starts at ₹5,999, covering compliance clean-up review, documentation and STK-2 filing.

Timeline

The process typically takes 60–90 working days end to end, including the ROC's public notice period, and can extend longer if pending compliances need to be cleared first.

Deliverables

• Filed Form STK-2 with all attachments
• ROC notice and final strike-off order (Form STK-7)
• Confirmation of company name removal from the MCA register

Frequently asked questions

Can a company with pending annual filings apply for strike-off directly?

No, all overdue annual returns and financial statements must generally be filed and dues cleared before the ROC will process a strike-off application.

What happens to company bank accounts before strike-off?

All operating bank accounts should be closed and reflected as nil in the statement of accounts filed with STK-2.

Can a struck-off company be revived later?

Yes, the ROC or an aggrieved party can apply to the NCLT for revival within the statutory time limit if there is sufficient cause.

Common mistakes

• Applying for strike-off while annual filings are still pending
• Not closing bank accounts before filing STK-2
• Missing director indemnity bonds or affidavits from any director
• Ignoring pending litigation, which disqualifies the company from this route

Penalties for non-compliance

• Continuing to remain non-compliant instead of striking off leads to accumulating late fees and potential director disqualification
• False statements in the STK-4 affidavit can attract penalties under the Companies Act
• A struck-off company's directors can still be held liable for any pre-existing liabilities that later surface

Legal references

• Companies Act, 2013 — Section 248 governs strike-off by the Registrar
• Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 — procedural requirements and Form STK-2
• Companies Act, 2013 — Section 250 on effect of strike-off