Why closing formally beats letting a company go dormant by default
A company that stops trading but is never formally closed doesn't stop accumulating compliance obligations — annual filings are still due, and the ₹100-per-day, uncapped late fee keeps running whether or not anyone is paying attention. Strike-off under Section 248 is the clean way out: once approved, the company is dissolved and those ongoing obligations end. The process is now considerably faster than it used to be, with applications processed through C-PACE, a centralised authority introduced specifically to speed up corporate exits — reported timelines have moved from well over a year in some cases down to a matter of months.
Before applying, all overdue annual filings up to the point the company stopped trading generally need to be brought current, all statutory dues cleared, and the company's bank account closed — strike-off is meant for a company with a genuinely clean, settled position, not a way to walk away from outstanding liabilities.
Documents required
- A statement of accounts showing nil assets and liabilities, not older than 30 days from the date of application, certified by a Chartered Accountant.
- An indemnity bond (Form STK-3) from every director, notarised.
- An affidavit (Form STK-4) from every director.
- A special resolution, or the consent of shareholders holding at least 75% of paid-up capital, approving the closure.
- Evidence that the company's bank account has been closed.
- No-objection or clearance from the Income Tax and GST departments, where applicable.
- All overdue AOC-4 and MGT-7 filings, brought current up to the year the company ceased business.
The strike-off process, step by step
-
Clearing pending compliance
Overdue annual filings are brought current, statutory dues settled, and the company's bank account closed — this groundwork is usually the longer part of the process, not the STK-2 filing itself.
-
Board and shareholder approval
The board approves the closure, and shareholders pass the required resolution or provide the requisite consent.
-
Preparing supporting documents
The statement of accounts, indemnity bonds and affidavits are prepared, with the accounts certified and dated within the required 30-day window before filing.
-
Filing Form STK-2
The application is filed with C-PACE, along with the government fee and all supporting documents.
-
Public notice and objection window
The Registrar publishes a notice inviting objections; where none are raised, the process proceeds to approval.
-
Strike-off order and gazette notification
Once approved, the company's name is struck off and the notification published in the Official Gazette — the company is legally dissolved from that date.
Practical notes from our engagements
- Overdue filings underestimated before applying. Bringing several years of pending AOC-4 and MGT-7 current, with their accumulated late fees, is often the single biggest piece of work before STK-2 can even be filed — this is worth scoping honestly at the outset rather than discovering partway through.
- The 30-day statement-of-accounts window missed. The nil-asset statement has to be dated within 30 days of the STK-2 application — preparing it too early and then delaying the filing means redoing it.
- Bank account left open. Closure of the company's bank account is generally expected before filing, and is easy to overlook amid the other document preparation.
- Section 8 companies assuming the same route applies. A not-for-profit company registered under Section 8 cannot use STK-2 at all — it needs to surrender its licence to the Central Government first, a distinct and more involved process.
How we handle company closure
We start by honestly scoping the compliance backlog that needs clearing before STK-2 can even be filed, since this is usually the larger part of the timeline. Documents are prepared and dated correctly against the 30-day window, and we confirm eligibility — including checking that a company isn't under inspection or prosecution, and that it isn't a Section 8 company requiring a different route — before starting the process.
Related services
Frequently asked questions
What's the fee for filing STK-2?
₹10,000, payable to the Registrar as the government fee for a voluntary strike-off application.
Do we need to clear pending annual filings before applying for strike-off?
Yes — overdue AOC-4 and MGT-7 filings generally need to be brought current up to the year the company ceased business, before a strike-off application can proceed.
How long does company strike-off take?
It's now processed through C-PACE, a centralised authority that has meaningfully shortened the timeline compared to the older process — reported cases have moved from well over a year down to a matter of months, though the specific timeline depends on the application and any objections raised.
Can a Section 8 company use STK-2 to close?
No — Section 8 (not-for-profit) companies must apply to the Central Government to surrender their licence first, a separate and more involved process.
What happens if the company still has outstanding liabilities?
Strike-off requires a statement showing nil assets and liabilities — a company with outstanding dues or liabilities needs to settle them before applying, rather than using strike-off to avoid them.
Can a struck-off company be revived later?
Yes, through an application to the National Company Law Tribunal, generally within 20 years of the strike-off — though this is a separate legal process, not a routine reversal.
Do we still need to file a final income tax return after the company is struck off?
Yes — the company's final income tax return still needs to be filed, and outstanding tax matters should be resolved, since the Income Tax Department can raise queries even after MCA strike-off if returns for the final year are missing.