Application by company to RoC for removing its name from register of companies

Part I – Law(s) Governing the eForm

Section and Rule Number(s)

eForm STK-2 is required to be filed pursuant to Section 248(2) of the Companies Act, 2013 and rule 4, 5, 6 & 8 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 which are hereunder for your reference:

Section 248 (2): Without prejudice to the provisions of sub-section (1), a company may, after extinguishing all its liabilities, by a special resolution or consent of seventy-five per cent members in terms of paid-up share capital, file an application in the prescribed manner to the Registrar for removing the name of the company from the register of companies on all or any of the grounds specified in sub-section (1) and the Registrar shall, on receipt of such application, cause a public notice to be issued in the prescribed manner:

Provided that in the case of a company regulated under a special Act, approval of the regulatory body constituted or established under that Act shall also be obtained and enclosed with the application.

Rule 4: Application for removal of name of company. –

(1) An application for removal of name of the company under sub-section (2) of section 248 shall be made in Form STK-2 along with the fee of five thousand rupees.

(2) Every application under sub-rule (1) shall accompany a no objection certificate from appropriate Regulatory Authority concerned in respect of following companies, namely –

i. companies which have conducted or conducting non-banking financial and investment activities as referred to in the Reserve Bank of India Act, 1934 (2 of 1934) or rules and regulations thereunder;

ii. housing finance companies as referred to in the Housing Finance Companies (National Housing Bank) Directions, 2010 issued under the National Housing Bank Act, 1987(53 of 1987);

iii. insurance companies as referred to in the Insurance Act, 1938 (4 of 1938) or rules and regulations thereunder;

iv. companies in the business of capital market intermediaries as referred to in the Securities and Exchange Board of India Act, 1992 (15 of 1992) or rules and regulations thereunder;

v. companies engaged in collective investment schemes as referred to in the Securities and Exchange Board of India Act, 1992 (15 of 1992) or rules and regulations thereunder;

vi. asset management companies as referred to in the Securities and Exchange Board of India Act, 1992 (15 of 1992) or rules and regulations thereunder;

vii. any other company which is regulated under any other law for the time being in force.

(3) The application in Form STK 2 shall be accompanied by –

i. indemnity bond duly notarized by every director in Form STK 3;

ii. a statement of accounts containing assets and liabilities of the company made up to a day, not more than thirty days before the date of application and certified by a Chartered Accountant;

iii. An affidavit in Form STK 4 by every director of the company;

iv. a copy of the special resolution duly certified by each of the directors of the company or consent of seventy five per cent of the members of the company in terms of paid up share capital as on the date of application;

v. a statement regarding pending litigations, if any, involving the company.

Purpose of the eForm

A company may, after extinguishing all its liabilities, by a special resolution or consent of seventy-five per cent members in terms of paid-up share capital, file an application in STK-2 to the Registrar for removing the name of the company from the register of companies.

eForm Number as per Companies Act, 1956

Form FTE.

Part II – Instructions to fill the eForm

Specific Instructions to fill the eForm STK-2 at Field Level

Instructions to fill the eForm are tabulated below at field level. Only important fields that require detailed instructions to be filled in eForm are explained. Self-explanatory fields are not discussed.

Table

Table 3

Table 5

Table 6

Part III – Important Points for Successful Submission

Table 7

Fees payable is subject to changes in pursuance of the Act or any rule or regulation made or notification issued thereunder.

Processing Type

eForm STK-2 will be processed by the office of Registrar of Companies.

SRN Generation

On successful submission of the eForm STK-2, SRN will be generated and shown to the user which will be used for future correspondence with MCA.

Challan Generation

On successful submission of the eForm STK-2, Challan will be generated depicting the details of the fees paid by the user to the Ministry. It is the acknowledgement to the user that the eForm has been filed.

Email

When an eForm is approved/rejected by the authority concerned, an acknowledgement of approval/rejection letter along with related documents (if any) is sent to the user in the form of an email to the email id of the company.

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Posted Under

Category : Company Law (3346)
Type : Articles (13898)
Tags : Companies Act (1815) Companies Act 2013 (1589)

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