Company · Wind-down
We're shutting the company down — what's the cleanest exit?
The short answer
For a company that has stopped (or never started) business, the clean exit is voluntary strike-off: extinguish liabilities, close bank accounts, get all filings current, then file STK-2 with the C-PACE registry. Two years of inactivity (or never commencing within a year of incorporation) qualifies you. The alternative for a company you may want later is dormant status (MSC-1) — cheaper to maintain than to resurrect. Neither route erases director liability for the past.
What gets filed with MCA
Can be filed at any time after meeting the eligibility conditions. AGM is not required if the company has not commenced business.
Section 248(2), Companies Act 2013; Rule 4, Companies (Removal of Names of Companies from the Register) Rules 2016
Application for dormant status — the 'pause' alternative to strike-off
Section 455, Companies Act 2013
The paperwork nobody tells you about
Statutory formats that never touch the MCA portal — but an ROC inspection or due diligence will ask for every one of them.
Directors' indemnity and affidavits accompanying STK-2
Rule 4, Companies (Removal of Names) Rules, 2016
CA-certified statement not older than 30 days before STK-2
Rule 4, Companies (Removal of Names) Rules, 2016
The sequence
- 1Stop operations; extinguish liabilities; close bank accounts
- 2Bring pending AOC-4/MGT-7 filings current (ROCs reject strike-off over gaps)
- 3Special resolution or 75% member consent
- 4File STK-2 with indemnity bond, affidavits, and CA-certified statement of accounts
- 5Respond to the C-PACE notice cycle until dissolution is published
Do it with us — or check it yourself first
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Questions founders actually ask
Can we strike off with pending filings?
Practically no — the ROC expects the filing record to be current up to the point the company stopped business. Budget for clearing the backlog as part of the exit cost.
Strike-off vs dormant — how do we choose?
Strike-off is death; dormancy is a coma you can wake from with MSC-4. If the brand, licences, or the company's history might matter later, dormancy (MSC-1, with minimal annual MSC-3 filings) is often worth the small annual cost.
Does strike-off end director liability?
No. Liabilities and prosecutions survive against every officer as if the company continued — and the company itself can be restored to the register (section 252) for up to twenty years for that purpose.
Reviewed by Harun Raaj, Chartered Accountant
Founder, Harun Raaj & Associates. Last verified 2026-08-24 against MCA V3 records and ICSI reference material. Form-level deadlines and penalties live on the linked form pages and update there.