pvtltd.co

Company closure

Company Strike Off / Closure - STK-2 Process

Company strike off is the clean closure path for an inactive company that no longer needs to stay on the register and should be removed through the statutory ROC process.

Starting from INR 9,500Typical timelineCompany strike off and closure

Company closure is not just about stopping business activity. The strike off process is a formal legal cleanup that removes an inactive company from the register once the company has no meaningful operations, no pending filings that block the closure, and no unresolved regulatory issue that makes the record unsafe to remove. We coordinate the STK-2 package, the account statement, the indemnity bonds, the member consent story, and the supporting attachments so the ROC record can move through the closure workflow with fewer resubmission problems.

What is included
  • Eligibility review for strike off
  • STK-2 filing preparation
  • Accounts and statement-of-liabilities review
  • Indemnity bond and affidavit checklist
  • Member consent and board resolution support
  • ROC resubmission follow-up
Documents required
  • Latest statement of assets and liabilities
  • Board and shareholder resolution for closure
  • Indemnity bonds from directors
  • Affidavit and statement in the required form
  • Bank account and closure confirmation details
  • Any regulator NoC or special approval if applicable
Government fees

See the fee table below for the statutory filing charge and common delay logic.

Legal basis
  • Companies Act, 2013 section 248
  • STK-2 application by company to ROC for striking off
  • STK-3, STK-4 and STK-8 support documents

Process

How the service works

The workflow is built to be predictable: document collection, legal review, filing, and post-filing follow-through.

Step 1Eligibility

Confirm the company is eligible for strike off

We check the company status, activity level, regulatory flags, and any pending inspection or investigation issues before preparing the closure file.

Step 2Document pack

Prepare the closure documents

The STK-2 package needs the accounts statement, indemnity bonds, affidavits, member consent, and any regulator-specific NoC that may apply to the company.

Step 3Filing

File STK-2 with the ROC

Once the package is ready, the application is submitted and we manage any resubmission or clarification request that comes back from the Registrar.

Step 4Closure follow-up

Track the closure until the name is removed

The closure is only complete when the ROC issues the strike off outcome. We keep the status monitored until the company is removed from the register.

AEO summary

Company strike off in India is usually done through STK-2 under section 248 of the Companies Act, 2013, after the company confirms that it is inactive, has no ongoing regulatory barrier, and can support the closure with the required accounts, indemnities, and member consent.

What strike off is meant to solve

Strike off is designed for a company that is no longer carrying on useful business and should not continue to occupy space on the register. It gives founders a statutory way to close down the legal entity instead of leaving it dormant forever.

The process matters because a dormant company can still create future compliance obligations, bank maintenance issues, and diligence confusion if it is simply ignored. A clean closure removes that long-tail admin risk.

The closing record should be as tidy as the opening record. That means checking the accounts, the resolutions, the liabilities, and the reason for closure before the company submits the application.

  • Inactive company status needs to be real, not just assumed.
  • The closure pack should show a clear accounts position.
  • The company should not have unresolved regulatory barriers.

The STK-2 document logic

STK-2 is the main application to the Registrar for removal of the company name from the register. The instruction kit makes it clear that the applicant has to support the closure with the right attachments and declarations.

The accounts statement should be current, the indemnity bonds should be signed correctly, and any special regulator approval or delisting record should be included where applicable. If those pieces do not line up, resubmission becomes much more likely.

The package also needs to reflect whether the company has already received a notice from the Registrar or is proceeding through a voluntary closure route. That factual distinction matters in the form logic and the attachments.

  • STK-2 is the application by the company to ROC.
  • STK-3 covers indemnity bonds from directors.
  • STK-4 is the affidavit format used in the closure package.

What founders should think about before filing

Before filing, founders should ask whether the company is truly dormant, whether any business assets or liabilities are still outstanding, and whether the closure is better handled by a sale, merger, or strike off.

A bad closure decision can create more work later. If the company still has active contracts, employee issues, bank balances, or pending claims, the strike off route may not be the right cleanup move yet.

The best closure files are prepared after the company has already simplified its position. That means closing bank accounts, resolving liabilities, and making sure the books support the position stated in the application.

  • Resolve outstanding liabilities before filing if possible.
  • Keep any approvals and signatures aligned with the closure story.
  • Treat the strike off as a legal cleanup, not just a form upload.

Government fees

Fee breakdown

ItemFeeNotes
STK-2 filing feeINR 10,000Official fee listed in the MCA STK-2 instruction kit.
Supporting formsINR 0STK-3, STK-4 and STK-8 are part of the closure package documentation flow.
ROC follow-upINR 0No separate government fee for correspondence and resubmission handling.

Timeline

Typical turnaround

Typical timeline usually means a 2 to 4 months turnaround, assuming documents are complete and any board or shareholder approvals are already in place.

Pricing note

The STK-2 filing fee is INR 10,000 under the MCA instruction kit. Professional fees cover the prep work, document review, and ROC follow-up.

FAQ

Frequently asked questions

Which section of the Companies Act governs voluntary strike off and what form does the company file?
Section 248 of the Companies Act, 2013 is the governing provision. A company that has not commenced business within one year of incorporation, or has been inactive for two consecutive financial years, may apply for strike off using Form STK-2 along with a board resolution, a directors declaration, and the latest financial statements or income tax return as mandatory attachments.
Do director liabilities end once the company is struck off?
No. Section 250 of the Companies Act, 2013 expressly preserves the liability of every director, manager, and member even after the company name is removed from the register. Creditors and regulators can still pursue individual directors for obligations that existed before the closure date.
Can a struck-off company be restored and within what timeframe?
Yes. Section 252 of the Companies Act, 2013 allows an aggrieved person, including a director or member, to apply to the National Company Law Tribunal for restoration of a struck-off company. The window for such an application is 20 years from the date of strike off under section 248(7).
What documents must be attached to the STK-2 application?
The STK-2 application must be supported by a board resolution authorising the closure, an indemnity bond from directors in Form STK-3, an affidavit in Form STK-4, a statement of assets and liabilities certified by a chartered accountant, and the latest filed income tax return. If the company holds a special licence or sectoral registration, a no-objection certificate from the relevant regulator is also required before the ROC will process the application.
What is the difference between ROC-initiated strike off and a voluntary STK-2 application?
Section 248(1) of the Companies Act, 2013 allows the Registrar to strike off a company on its own motion by issuing notice in Form STK-1 if the ROC has reasonable cause to believe the company is not carrying on business. Section 248(2) covers the voluntary route where the company itself files Form STK-2. The voluntary route is preferable because the company controls the timing, can resolve outstanding compliance issues first, and avoids the risk of being struck off without completing the required closure documentation.

Canonical reference: https://www.pvtltd.co/services/company-closure-strike-off

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