Rule 4 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.
Rule 4 is the voluntary route to strike-off: a company that has stopped business applies under section 248(2) in Form STK-2. After the 2023 amendments, the application goes to the Registrar, Centre for Processing Accelerated Corporate Exit (C-PACE), with a fee of ten thousand rupees, and the company must first have filed its overdue financial statements and annual returns. This article reads the rule as amended up to G.S.R. 940(E) dated 31 December 2025 per the MCA e-book, with rule 4 rebuilt from G.S.R. 436(E) of 2022 and G.S.R. 298(E) and 354(E) of 2023; later amendments should be checked.
The STK-2 application is made to the Registrar, C-PACE with a fee of ten thousand rupees. It cannot be filed unless the overdue financial statements under section 137 and annual returns under section 92 are filed up to the end of the financial year in which business ceased. It must carry regulator NOCs where applicable, an indemnity bond (STK-3), a statement of accounts (STK-8) not more than thirty days old, an affidavit (STK-4) by every director and a statement of pending litigation. A defective form gets fifteen days to be corrected, plus fifteen more, or it is treated as invalid.
Rule 4(1): the application, the fee and three provisos
An application for removal of the name of a company under section 248(2) is made to the Registrar, Centre for Processing Accelerated Corporate Exit, in Form STK-2, with a fee of ten thousand rupees. Three provisos limit when it can be filed:
- The company shall not file an application unless it has filed overdue financial statements under section 137 and overdue annual returns under section 92, up to the end of the financial year in which it ceased to carry on business operations.
- If the company intends to file after the Registrar has begun action under section 248(1), it must first file all pending financial statements under section 137 and all pending annual returns under section 92.
- Once the Registrar has issued the notice under section 248(5) for publication pursuant to action under section 248(1), the company cannot file the application.
The first proviso points to the date business ceased, so the date has to be established and documented. If you are choosing between closing routes, our strike-off and company closure team can look at the facts, and our guides explain how to strike off a company voluntarily through STK-2 and the STK-2 strike-off application.
Rule 4(2): no-objection certificates
Every application must come with a no-objection certificate from the appropriate regulatory authority for these companies:
| Clause | Company |
|---|---|
| (i) | Companies that have conducted or are conducting non-banking financial and investment activities as referred to in the Reserve Bank of India Act, 1934 or its rules and regulations |
| (ii) | Housing finance companies as referred to in the Housing Finance Companies (National Housing Bank) Directions, 2010 issued under the National Housing Bank Act, 1987 |
| (iii) | Insurance companies as referred to in the Insurance Act, 1938 or its rules and regulations |
| (iv) | Capital market intermediaries as referred to in the Securities and Exchange Board of India Act, 1992 or its rules and regulations |
| (v) | Companies engaged in collective investment schemes under that Act |
| (vi) | Asset management companies under that Act |
| (vii) | Any other company regulated under any other law for the time being in force |
Rule 4(3): what the application must carry
The application in Form STK-2 is accompanied by:
- (i) Indemnity bond. A notarised indemnity bond by every director in Form STK-3. For a Government company whose entire paid-up share capital is held by the Central Government, a State Government or Governments, or both, and for a subsidiary of such a company whose entire paid-up share capital is held by it, a notarised indemnity bond in Form STK-3A is given by an authorised representative not below the rank of Under Secretary or equivalent in the administrative Ministry or Department, on behalf of the company.
- (ii) Statement of accounts. A statement in Form STK-8 of the assets and liabilities of the company, made up to a day not more than thirty days before the date of the application and certified by a Chartered Accountant.
- (iii) Affidavit. An affidavit in Form STK-4 by every director.
- (v) Pending litigation. A statement regarding pending litigations, if any, involving the company.
A further proviso says that for any other Government company, including its subsidiaries, the STK-3A indemnity bond in respect of one or more directors appointed or nominated by the Central or State Government is given by an authorised representative not below the rank of Under Secretary or equivalent in the administrative Ministry or Department. Under rule 8, the indemnity bond and declaration of a foreign national or non-resident Indian are notarised, apostilled or consularised, as explained in the next article.
Clause (iv) of rule 4(3), which required a certified special resolution or consent of members, was omitted by G.S.R. 298(E).
Rule 4(3A): C-PACE has jurisdiction all over India
The Registrar, Centre for Processing Accelerated Corporate Exit, established under section 396(1) of the Act, is the Registrar of Companies for exercising the functional jurisdiction of processing and disposing of applications in Form STK-2 and all related matters under section 248, with territorial jurisdiction all over India.
Rule 4(4): defects and re-submission
- First notice (4(4)(a)). If, on examining the application, the Registrar needs further information or finds the application or any document defective or incomplete, he informs the applicant to remove the defects and re-submit the complete form within fifteen days from the date of the information. Failing that, the Registrar treats the form as invalid in the electronic record and informs the applicant.
- Second chance (4(4)(b)). If after re-submission it is still defective or incomplete, he gives further time of fifteen days, failing which the form is treated as invalid and the applicant is informed.
- Earlier re-submissions (4(4)(c)). A re-submission made before the 2022 amendment commenced is not counted in reckoning the maximum number of re-submissions.
What changed and by which notification
- G.S.R. 436(E) of 10 June 2022 inserted rule 4(4) and substituted Forms STK-1, STK-5 and STK-5A.
- G.S.R. 298(E) of 17 April 2023, in force from 1 May 2023, substituted rule 4(1), omitted clause (iv) of rule 4(3), inserted rule 4(3A) and substituted Forms STK-2, STK-6 and STK-7.
- G.S.R. 354(E) of 10 May 2023 inserted the three provisos to rule 4(1).
- The Government-company provisos on STK-3A were added by the amendments of 2020 and 2025.
Example
Varun Electronics Private Limited closed its business on 31 March of last year. Before applying, it files its overdue financial statements and annual returns up to the end of that year. It then collects STK-3 bonds from both directors, a CA-certified STK-8 prepared as on a date twenty days before the filing, STK-4 affidavits and a litigation statement, and pays ten thousand rupees. C-PACE finds one annexure missing and asks for it within fifteen days; Varun re-submits in time. Had the Registrar already issued the section 248(5) notice, the company could not have applied at all.
For the settling of liabilities before the application, see settling liabilities and distributing funds before strike-off or winding up.
Need help with the STK-2 file?
A rejected or invalid STK-2 loses time, and the pre-conditions on filings are easy to miss. Our team can help prepare the pack and the overdue filings through strike-off and company closure.
Key takeaways
- The application goes to the Registrar, C-PACE, in Form STK-2 with a fee of ten thousand rupees.
- Overdue financial statements and annual returns must be filed up to the end of the year in which business ceased.
- No application is allowed once the section 248(5) notice has issued.
- The pack includes STK-3, STK-8, STK-4 and a litigation statement; regulated companies need an NOC.
- Defects get fifteen days and then a further fifteen days before the form is treated as invalid.
Read next
- Rules 1–3: the Registrar's own-motion strike-off and excluded classes
- Rules 5–10: signing, publication and the STK-7 notice
- Director liability after strike-off under section 248
- How to strike off a company voluntarily: STK-2 process
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.