Striking off a Company is a mechanism provided in Section 248 of the Companies Act, 2013, offering companies an 'exit opportunity' where they cease all compliance obligations and get their names struck off from the Register of Companies.
The Company must not have engaged in any business or activity for the preceding two financial years.
a) Convene Board Meetings for the following:
Ensure the Company meets the pre-requisites for filing a strike off application.
Ensure all liabilities and assets are settled.
Surrender registrations like GST, EPF, ESI, etc.
Close all bank accounts and obtain proof.
Pass a board resolution for striking off the Company.
Decide on the date, time, and place for an extraordinary general meeting (EGM) and notify stakeholders accordingly.
b) Convene Extraordinary General Meeting (EGM):
Pass a special resolution for striking off the Company.
c) File e-Form MGT-14:
Submit with fees and attach:
Certified true copy of the special resolution.
Notice of EGM.
d) File e-Form STK-2:
Pay Rs. 10,000/- (uniform for all companies) and attach:
Notarized indemnity bond (Form STK 3) by all directors.
Statement of assets and liabilities certified by a Chartered Accountant with UDIN.
Affidavit in Form STK 4 by all directors.
Copy of the latest ITR filed.
Self-attested identity and residence proof of directors.
Bank closure certificate.
e) Registrar's Approval:
Upon receipt of satisfactory documents, Registrar of Companies approves e-Form STK-2.
Check MCA portal regularly for status updates.
f) Publication and Dissolution:
Registrar publishes notice of strike off in the Official Gazette.
Company stands dissolved upon publication.
Restrictions on Making Applications for Strike-Off
Companies cannot apply for strike-off if, in the last three months, they have changed their name, relocated registered office to another state, disposed of property, engaged in activities not necessary for the strike-off application, or been involved in legal proceedings.
Can a Company be struck off without fulfilling compliance requirements if it hasn't operated since incorporation?
Yes, under specific circumstances where no business operations have commenced.
What if one director is unwilling or unavailable for the strike-off process?
Both directors' signatures are required for documents; thus, cooperation or availability of both is necessary.
Can a Company with previous revenue apply for strike off?
No, it must not have operated in the preceding two years before applying.
How can a Section 8 Company apply for strike off?
A Section 8 Company cannot directly apply under Section 248 but can do so after conversion into a normal private limited Company.
If my Company is 'under the process of strike off,' do I need to comply with ongoing requirements?
No, once the status changes to 'Under the process of strike off,' no further compliance is required.