Strike Off
Company / OPC / Section 8
Legally close your inactive Private Limited, OPC, or Section 8 company through voluntary strike off under Section 248 of the Companies Act, 2013. CA-managed STK-2 filing, board resolution drafting, and ROC acknowledgement — all done for you.
What is Company Strike Off?
Strike off is the legal process of removing a company's name from the Register of Companies maintained by the Registrar of Companies (ROC), resulting in the company ceasing to exist as a legal entity. Under Section 248 of the Companies Act, 2013, a company that has been inactive can apply voluntarily to the ROC to have its name struck off through Form STK-2.
Strike off is the simplest and most cost-effective way to close a company that has no business activity, no assets, no liabilities, and no pending statutory dues. Once struck off, the company is legally dissolved — its name is removed from MCA records, annual compliance obligations end, and directors are released from their ongoing ROC filing duties.
Strike Off vs Winding Up — Which Is Right for You?
Strike off (STK-2) is for companies that are genuinely dormant with no assets, liabilities, or pending disputes. If your company has pending debts, assets to distribute, employee dues, or ongoing litigation — you need formal winding up instead. TaxClue assesses your situation in the free consultation and recommends the correct route.
STK-2 Application
Formal Winding Up
Who Can Apply for Voluntary Strike Off?
Not every inactive company can directly apply for voluntary strike off. The Companies Act sets specific eligibility conditions — and equally important, specific disqualifications. TaxClue reviews both before filing to ensure the STK-2 application is not rejected by ROC.
✅ Eligible to Apply — Company Must Meet All of These
❌ NOT Eligible — Strike Off Will Be Rejected If Any of These Apply
Pending ROC Filings? File Them First, Then Apply for Strike Off
Many dormant companies have years of pending annual filings (AOC-4, MGT-7). These must all be filed — with applicable late fees — before STK-2 can be submitted. TaxClue handles the complete clearance of pending filings and then prepares the strike off application, so you don't have to navigate both simultaneously. The MCA's CFSS (Companies Fresh Start Scheme) amnesty, when available, can significantly reduce the late fee burden.
How TaxClue Handles Company Strike Off
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Free Eligibility Assessment
Share your company details with TaxClue. Our CA reviews MCA master data, pending filings, active charges, GST status, and bank account status to confirm whether voluntary strike off is the right route — and whether any pre-cleaning is required first.
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Clear All Pending Compliances
Before STK-2 can be filed, all pending ROC annual filings (AOC-4, MGT-7), any active charges (CHG-4), GST registration cancellation, and Income Tax returns must be completed. TaxClue manages this pre-clearance phase comprehensively — so you get a clean slate before the strike off application.
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Close the Company Bank Account
The company's bank account must be closed and a bank closure certificate obtained before STK-2 is filed. This is a mandatory requirement — ROC will reject an application if a live bank account is found. TaxClue guides you on obtaining the bank closure certificate in the required format.
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Pass Special Resolution & Prepare Indemnity Bond
A special resolution by the directors / members consenting to the strike off must be passed. TaxClue drafts the board / member resolution and the Indemnity Bond (a declaration signed by all directors stating the company has no liabilities and that they indemnify any future claims against the company).
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Prepare Final Accounts (Nil Balance Sheet)
A final Statement of Accounts showing nil assets and nil liabilities (or only paid-up share capital) must be prepared and certified by a Chartered Accountant — not older than 30 days from the date of STK-2 filing. TaxClue's CA prepares and certifies this statement.
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File STK-2 on MCA V3 Portal
Form STK-2 is filed on MCA V3 portal along with all required attachments — special resolution, indemnity bond, nil accounts statement, bank closure certificate, and director affidavits. Signed with DSCs of all directors. TaxClue manages the complete filing and submission.
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ROC Processing & Gazette Notification
After filing, ROC reviews the application (typically 2–4 months). If accepted, the ROC publishes a notice in the Official Gazette calling for objections (30-day window). If no objections are received, the company's name is struck off and a Certificate of Dissolution is issued. TaxClue tracks the application status and notifies you at each milestone.
TaxClue Manages Strike Off End-to-End — Including Pre-Clearance
Most companies applying for strike off have pending compliances to clear first. TaxClue handles everything — from filing years of pending AOC-4 / MGT-7, to GST cancellation, final accounts preparation, STK-2 filing, and ROC tracking — all in one engagement. You don't need to manage multiple service providers.
Documents Checklist for STK-2
All documents must be current and correctly executed. The Statement of Accounts must not be older than 30 days from the filing date. TaxClue reviews every document before submission to prevent ROC rejection.
For All Companies (Private Ltd / OPC / Section 8)
Additional — Section 8 Company Only
Indemnity Bond Must Be Executed on Correct Stamp Paper
The Indemnity Bond under STK-2 must be executed on non-judicial stamp paper of the appropriate value (varies by state — typically ₹100 or ₹200) and signed by all directors. TaxClue provides the correct format and guides each director through proper execution — a common reason for STK-2 rejection is an incorrectly executed indemnity bond.
Important Things to Do Before Strike Off
Strike off is irreversible unless restored by NCLT within a specific period. Before filing STK-2, make sure all the following are addressed — otherwise you may face legal or tax complications after the company is struck off.
| Action Required Before STK-2 | Why It Matters | TaxClue's Role |
|---|---|---|
| File all pending ROC annual returns (AOC-4, MGT-7) | STK-2 will be rejected if pending filings exist on MCA | TaxClue files all pending returns with applicable late fees |
| Cancel GST Registration (if registered) | GST must be cancelled and all pending returns filed before strike off | TaxClue handles GST cancellation and pending GSTR filings |
| File all pending Income Tax returns | Outstanding ITRs create tax liability that survives the strike off | CA files pending ITRs and obtains clearance certificate |
| Satisfy all registered charges (CHG-4) | Active charges on MCA indicate unpaid debts — ineligible for strike off | TaxClue files CHG-4 satisfaction forms before STK-2 |
| Close company bank accounts | Mandatory — ROC rejects STK-2 if live bank account is found | TaxClue guides you through bank closure documentation |
| Transfer or return paid-up share capital | Directors must return all funds to shareholders before closing | Reflect this in nil accounts statement |
| Surrender / cancel professional tax registrations, trade licences | Outstanding local registrations may generate future dues | Advise on surrender of local registrations |
Company Struck Off by ROC (Compulsory) — Disqualifies Directors for 5 Years
If your company has not filed annual returns for 2+ consecutive years, ROC can suo motu strike off the company under Section 248(1) — without any application from the company. This results in automatic disqualification of all directors under Section 164(2) for 5 years — barring them from directorship in any other company. To avoid this, file a voluntary STK-2 before ROC initiates compulsory strike off proceedings.
Company Strike Off — Common Questions
From the date of STK-2 filing, the ROC typically takes 3 to 6 months to complete the strike off process. This includes the ROC's internal review (2–4 months), publication of a notice in the Official Gazette inviting objections (30-day public notice period), and final strike off once no objections are received. The total pre-filing preparation — clearing pending filings, closing bank accounts, preparing nil accounts — typically takes an additional 4–8 weeks depending on the company's compliance status.
Yes — but the GST registration must be cancelled before filing STK-2. All pending GST returns (GSTR-1, GSTR-3B, annual return) must also be filed before or alongside GST cancellation. If GST cancellation is pending, the STK-2 application may not be accepted by ROC. TaxClue handles GST cancellation as part of the strike off engagement — ensuring complete compliance clearance before STK-2 is filed.
Voluntary strike off is initiated by the company itself through Form STK-2 under Section 248(2). The company applies, clears all pending compliances, and the ROC processes the application on request. Compulsory strike off is initiated by the ROC itself under Section 248(1) when the ROC believes a company has not commenced business, has not been carrying on business, or has not been responding to communications — typically because annual filings are years overdue. Compulsory strike off triggers automatic director disqualification under Section 164(2), which voluntary strike off does not. Always apply voluntarily — do not wait for ROC to act.
Yes — a struck-off company can be restored to the Register of Companies by applying to the NCLT under Section 252 of the Companies Act. The application for restoration must be made within 20 years of the date of strike off by a member, creditor, workman, or the company itself. The NCLT can order restoration if satisfied that the strike off was not justified or if there is a valid reason to restore. However, restoration is a separate NCLT proceeding and involves legal fees and court appearances. TaxClue handles NCLT restoration applications for struck-off companies.
All paid-up share capital must be returned to the shareholders before the company is struck off — it cannot remain in the company at the time of the STK-2 filing. The nil accounts statement submitted with STK-2 must show zero liabilities and zero assets (other than any nominal paid-up capital being returned). If the company had funds in the bank account, these must be distributed to shareholders and the bank account must then be closed before filing. Any assets of a company that is struck off vest in the Government of India under Section 250 of the Companies Act.
No — directors do not need to resign before STK-2 is filed. In fact, all existing directors must sign the indemnity bond and the board resolution consenting to the strike off. Their signatures (and DSCs) are required on the STK-2 form. Once the company is finally struck off, all directors automatically cease to hold office — there is no separate resignation filing needed. However, if any director is disqualified under Section 164, the STK-2 application will be rejected, so director DIN status must be checked before filing.
A Section 8 company requires an additional step before STK-2 — it must obtain a No Objection Certificate (NOC) from the Regional Director (acting on behalf of the Central Government) before the strike off application can be filed. The Section 8 company's licence (granted by the Central Government) must also be surrendered. Additionally, any assets of the Section 8 company must be transferred to another Section 8 company, similar charitable entity, or the government — they cannot be distributed to members. TaxClue handles the complete Section 8 strike off process including Regional Director NOC application.
Voluntary Strike Off — Done Right
TaxClue's CA/CS team manages the complete strike off process — pending ROC filings, GST cancellation, nil accounts, STK-2 filing, and ROC tracking — for Private Limited, OPC, and Section 8 companies.
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