Strike Off a Company explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
To voluntarily strike off a company, clear all liabilities and close bank accounts, pass a special resolution, and file e-Form STK-2 with the Registrar under Section 248(2) with a ₹10,000 fee, statement of accounts, affidavits and indemnity bonds. After public notice in STK-6, the Registrar dissolves the company via STK-7.
Overview
When a company is defunct or was never really operational, keeping it alive means unending annual compliance. Voluntary strike-off lets the members apply to have the company's name removed from the register, dissolving it without going through full winding-up. e-Form STK-2 is the application, and the route is quicker and cheaper than liquidation.
When It Is Required & Legal Basis
Section 248(2) of the Companies Act, 2013, read with the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, allows a company to apply for removal if it has not commenced business within one year of incorporation, or has not been carrying on any business for the two immediately preceding financial years and has not applied for dormant status. The application requires member approval by special resolution or consent of 75% by paid-up capital.
Step-by-Step Process
- Check eligibility. Confirm the company qualifies and is not in the excluded categories (open charges, litigation, listed, certain regulated entities).
- Clear liabilities. Extinguish all liabilities, satisfy any charges (file CHG-4), and close bank accounts.
- Board and special resolution. Pass a Board resolution, then a special resolution (or 75% members' consent); file MGT-14 for the special resolution.
- Prepare documents. Prepare the statement of accounts (certified by a CA, not older than 30 days), indemnity bond (STK-3) and affidavit (STK-4) from every director.
- File STK-2. File e-Form STK-2 with the ₹10,000 fee and all attachments.
- Public notice and dissolution. The Registrar publishes STK-6 inviting objections; if none, it issues STK-7 striking off and dissolving the company.
Forms, Attachments & Fees
| Form / Item | Purpose | Fee / Timeline |
|---|---|---|
| MGT-14 | File special resolution | Within 30 days of resolution |
| STK-2 | Application for strike-off | ₹10,000 fee |
| STK-3 | Indemnity bond by directors | Attachment |
| STK-4 | Affidavit by directors | Attachment |
| Statement of accounts | CA-certified, ≤30 days old | Attachment |
| STK-6 / STK-7 | Public notice / dissolution notice | Issued by Registrar |
Timeline & Due Dates
There is no due date to apply — the company applies when eligible. After STK-2 is filed, the Registrar publishes STK-6 giving 30 days for objections. Absent objections, dissolution via STK-7 typically follows over a few months. The statement of accounts must be dated within 30 days of the STK-2 application.
Penalty for Delay / Non-compliance
An eligible-but-not-struck-off defunct company keeps incurring late-filing additional fees on AOC-4/MGT-7 and DIR-3 KYC. Filing STK-2 with false affidavits or to defraud creditors invites liability on directors under Section 251, and the strike-off can be reversed by the NCLT under Section 252 on a restoration application within the prescribed period.
Practical Tips
- Satisfy every open charge (CHG-4) before applying — an open charge blocks strike-off.
- Ensure the statement of accounts is CA-certified and not older than 30 days at filing.
- File pending annual returns/overdue forms if the Registrar insists before accepting STK-2.
- Keep proof of closed bank accounts and cleared liabilities — these are commonly queried.