Closure of a Private Limited Company
In short
A company that has no assets or liabilities can apply to the ROC to have its name struck off under Section 248(2) of the Companies Act, 2013 by filing Form STK-2, after passing a special resolution or obtaining consent of 75% of members by paid-up capital. Pending annual filings must be completed first. Companies with assets or liabilities generally need a voluntary winding up instead.
Overview
An inactive company still has annual compliance and director obligations. Closing it properly removes those obligations and avoids penalties for non-filing.
Before applying, bank accounts must be closed, liabilities settled and GST and other registrations cancelled.
Key requirements
- No ongoing business operations
- Liabilities extinguished and bank accounts closed
- Pending financial statements and annual returns filed
- Special resolution, or consent of 75% of members by paid-up share capital
Documents required
- Indemnity bond by directors (STK-3)
- Affidavit by directors (STK-4)
- Statement of accounts certified by a Chartered Accountant, not older than 30 days
- Special resolution or members' consent
We share an exact checklist for your case before you start, since requirements vary with the structure and the people involved.
Process
Clean up
We close pending filings, registrations and bank accounts.
Approve
The special resolution and director declarations are prepared.
File
Form STK-2 is filed with the ROC.
Strike off
After the notice period, the ROC strikes off the company and publishes it in the Official Gazette.
What KNAP Advisory handles
- Eligibility review
- Pending compliance
- STK-2 documentation and filing
- GST cancellation coordination
Frequently asked questions
Can a company with pending annual filings be closed?
The filings must be completed up to the end of the financial year in which the company stopped operating before applying for strike off.