Running a non-operational company can silently drain your time, money, and compliance energy.

Every year, thousands of companies face penalties simply because they fail to properly close inactive entities.

If your company is no longer active, the right way to exit is through strike off under Section 248—not by ignoring compliance.

What is Strike Off?

Strike off is a legal process to remove your company’s name from the Register of Companies, effectively shutting it down.

Legally, this is covered under:

1. Section 248(1) → Strike off by Registrar

2. Section 248(2) → Voluntary strike off by company

3. Relevant Rules – Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016

Let me walk you through how this actually works in real scenarios.

When ROC Strikes Off Your Company (Section 248(1))

Section 248(1), ROC can initiate strike off if:

This is not a controlled closure. It happens on ROC’s terms.

When You Should Opt for Voluntary Strike Off (Section 248(2))

A company may apply for strike off where:

  1. All liabilities have been extinguished
  2. The company is not carrying on any business or operations
  3. There is no material pending litigation affecting its liabilities

This is the recommended and controlled method of closure.

Step-by-Step Process

Step 1: Board Approval

A Board Resolution is passed approving strike off A director is authorized to make the application.

Step 2: Extinguishment of Liabilities

All liabilities must be settled Bank accounts must be closed No statutory dues should remain outstanding.

Step 3: Shareholders’ Approval

Special Resolution is passed

OR

Consent of members holding at least 75% of paid-up share capital is obtained.

Step 4: Filing of Form STK-2

Application is filed in Form STK-2 in accordance with Rule 4 of the STK Rules, 2016 Government filing fee: â‚ą10,000.

Step 5: Attachments to STK-2

As per Rule 4, the following documents are required:

Step 6: ROC Action and Public Notice

ROC issues notice in Form STK-6 (Rule 7) Notice is published on MCA website and Official Gazette Notice is also forwarded to regulatory authorities such as Income Tax and GST departments Time is allowed for objections.

Step 7: Final Strike Off

Upon satisfaction and in absence of objections, ROC strikes off the company Company stands dissolved from the date mentioned in the notice.

đźš« Restrictions on Filing (Rule 3)

As per Rule 3 of the STK Rules, application cannot be made if, within the preceding 3 months, the company has:

  1. Changed its name
  2. Shifted its registered office from one State to another
  3. Disposed of property outside the ordinary course of business
  4. Engaged in activities other than those necessary for strike off
  5. Applied to Tribunal for compromise or arrangement

Further, strike off is not permitted where:

  1. Liabilities are outstanding
  2. Inspection, inquiry, or investigation is pending
  3. The company is listed or governed by special laws

⚖️ Legal Consequences (Section 248(7))

🔄 Revival of Company (Section 252)

  1. Application may be made before NCLT
  2. By company, member, or creditor
  3. Within 3 years from the date of strike off

Comprehensive Checklist for Striking Off a Company under Companies Act, 2013

✔StageRequirementDetails
[ ]Pre-FilingLiabilitiesAll liabilities fully settled
[ ]Pre-FilingBank AccountsAll bank accounts closed
[ ]Pre-FilingStatutory DuesNo pending GST, Income Tax or other dues
[ ]Pre-FilingLitigationNo material litigation affecting liabilities
[ ]Pre-FilingFinancialsFinancial statements prepared up to closure date
[ ]DocumentationBoard ResolutionBoard approval for strike off obtained
[ ]DocumentationShareholder ApprovalSpecial Resolution or 75% consent (paid-up share capital)
[ ]DocumentationSTK FormsSTK-3 (Indemnity Bond) and STK-4 (Affidavit) executed
[ ]DocumentationStatement of AccountsCA-certified, not older than 30 days
[ ]FilingSTK-2Form STK-2 filed with ROC
[ ]FilingFeesGovernment fee of â‚ą10,000 paid
[ ]Post-FilingPublic NoticeSTK-6 notice issued and tracked
[ ]Post-FilingObjectionsEnsure no objections from authorities
[ ]Post-FilingFinal StatusConfirmation of strike off and dissolution

Closing a company requires more than just filing a form—it requires accuracy, compliance, and proper documentation.

👉 Get end-to-end strike off support from MeraFinanceWala (MFW) and ensure a smooth, hassle-free closure.