A private limited company with no liabilities that has stopped business can apply to the ROC for strike-off in Form STK-2 under Section 248 of the Companies Act, 2013, after clearing dues, closing the bank account and passing a special resolution. Companies with assets or liabilities to settle use voluntary liquidation under the Insolvency and Bankruptcy Code instead.
Which route fits your company
| Route | Suits |
|---|---|
| Strike-off (STK-2) | Inactive companies with no assets or liabilities |
| Voluntary liquidation | Solvent companies with assets to distribute or liabilities to settle |
Strike-off eligibility
- No business for two financial years, or no business since incorporation
- All liabilities settled and bank account closed
- Pending ROC filings brought up to date as required
- No pending litigation or investigations
Steps to strike off
- Board meeting to approve closure and settle liabilities.
- Special resolution or consent of 75% of shareholders by paid-up value.
- Prepare statement of accounts certified by a CA, not older than 30 days.
- Indemnity bonds and affidavits from directors.
- File STK-2 with the fee.
- ROC publishes a public notice and, after the objection period, strikes off the name.
Short on time? Leegal can handle Winding Private Limited Company for you, end to end.
Get expert help →After strike-off
Directors remain liable for any liabilities discovered later, and the company can be restored by the Tribunal within the prescribed period if needed. Keep records safely.
Frequently asked questions
How long does company strike-off take?
After filing STK-2, the ROC issues a public notice and waits for objections, so the process commonly takes a few months depending on ROC workload.
Must pending annual returns be filed before strike-off?
Generally, overdue financial statements and annual returns up to the end of the financial year in which business ceased should be filed before STK-2, as required by the ROC.
Can a company with a GST registration be struck off?
Yes, after cancelling GST registration and clearing all tax dues. Other registrations should also be surrendered.
Can a struck-off company be revived?
Yes. The company, a member or creditor can apply to the National Company Law Tribunal for restoration within the time allowed under the Act.
Let Leegal handle your Winding Private Limited Company
Documentation, filing and follow-up by a dedicated expert, so you can focus on running your business.
- Dedicated point of contact
- Transparent pricing
- Pan-India service