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.
Strike Off for Private Limited, OPC & Section 8
Private Limited Company
Must have had no business activity for at least 2 years. Nil assets & liabilities. All pending ROC filings must be cleared. Bank account closed.
One Person Company (OPC)
Same criteria. Sole director/member's consent required in the form of a special resolution. Bank account must be closed before filing STK-2.
Section 8 Company (NGO)
Additional requirement: must obtain a No Objection Certificate (NOC) from the Central Government / Regional Director before filing STK-2. Assets must be transferred to another Section 8 entity or government.
Compulsory Strike Off by ROC
If your company has not filed annual returns for 2+ consecutive years, ROC can suo motu strike off the company — disqualifying all directors under Section 164(2) for 5 years.
How TaxClue Handles Company Strike Off
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.
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.
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.
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).
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.
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.
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.
Documents Needed for Registration
Form STK-2
Prepared and filed by TaxClue.
Special / Ordinary Resolution
By directors / members.
Indemnity Bond
Signed by all directors on stamp paper.
Statement of Accounts — Nil Assets & Liabilities
CA certified, not older than 30 days.
Bank Account Closure Certificate
From the company's bank.
Declaration by Directors
Company has not commenced/ceased business.
Income Tax Clearance / Last Filed ITR
Acknowledgement.
PAN Card of the Company
For reference.
DSC of All Directors
For signing STK-2 on MCA V3.
NOC from Regional Director (Central Govt)
Required for Section 8 / NGO companies.
Proof of Asset Transfer / Distribution
Company assets to another entity or government.
FCRA Cancellation (if applicable)
For NGOs with foreign contributions.
12A / 80G Certificate Surrender
Cancellation from Income Tax (if registered).
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.
| 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 |
Quick Facts
Why Choose TaxClue?
Free Eligibility Check
We review MCA master data, filings, charges, and GST status before starting.
Pre-Clearance Managed
Pending AOC-4, MGT-7, GST cancellation, ITR — all filed before STK-2.
Nil Accounts by CA
Final Statement of Accounts prepared and certified by our CA.
Indemnity Bond Drafted
Correct format, correct stamp paper value, guidance for all directors.
ROC Tracking
We track the application from filing to gazette notice to final dissolution.
5,000+ Companies
4.9★ rating. Experienced with all company types.
Frequently Asked Questions
Voluntary Strike Off — Done Right
TaxClue's CA/CS team manages the complete strike off process — pending ROC filings, GST cancellation, nil accounts preparation, STK-2 filing, and ROC tracking — for Private Limited, OPC, and Section 8 companies.
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