Winding Up of Companies due to non-filing of Form 20A (Certificate of Commencement of Business)
As per provisions of Companies Act, 2013 and Companies (Amendment) Ordinance 2018, whenever a company is incorporated on or after 2 November 2018, it is required to file a certificate for commencement of the business. Form 20A as a declaration for commencement of the business to be filed by the directors within 180 days of the date of incorporation.
Power of Registrar to remove name of company from Register of Companies –
As per section 248 of Companies Act 2013, the following are the grounds on which a company’s name can be struck off from the Register of Companies.
1.Where a company has failed to commence its business within one year of its incorporation;
2.Where a company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company
3.the subscribers to the memorandum have not paid the subscription which they had undertaken to pay at the time of incorporation of a company and a declaration to this effect has not been filed within one hundred and eighty days of its incorporation; or
4.the company is not carrying on any business or operations, as revealed after the physical verification carried out under sub-section (9) of section 12.
Strike off initiated by company
In case a company gets incorporated but later the subscribers to memorandum fails to pay the share capital and ultimately fails to commence its business and wants to wind up the same within an year of incorporation. As per section248 (c ) a company can file an application under ground that the subscribers has not paid the subscription and failure of filing Form 20A in Form STK2 (fee Rs. 10,000/-). Attachment to Form STK-2
The following documents are to be attached along with the Form STK 2
1NOC from the appropriate concerned authority, if required (RBI, IRDA, Housing Finance, SEBI etc.)
2.Indemnity Bond from every Director in Form STK-3 on Stamp Paper.
3.An Affidavit from every Director in Form STK-4 on Stamp Paper.
4.Statement of Accounts certified by a Chartered Accountant in form No. STK-8 Statement should not be older than 30 days from the date of application.
5.CTC of Special Resolution duly signed by each Director or with the consent of the Shareholders or CTC of Board Resolution of the Board meeting held wherein there are no shareholders.
6.Statement regarding pending litigations, if any, involving the Company. (Better to give in affidavit format)
7.Declaration regarding closure of bank accounts of the company, if any.
Certification requirement for Form STK-2:
E-form STK-2 is required to be signed (Affixation of DSC) by a Director, Chartered Accountant (who has prepared the Statement of Accounts (STK-8)) and by Company Secretary in Whole time Practice or Chartered Accountant or Cost Accountant in whole time practice.
Strike off before one year of incorporation:
As per provisions of Companies (Amendment) Act, 2019, and on the ground that in case Company has not received the subscription money from subscribers within 180 days from incorporation Company can go for strike off. Thus it can be said that this is the only ground when a company can apply for strike off within 1 year of Incorporation of Company.
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