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Section 248 of the Companies Act, 2013 governs the removal of name of any company from the registrar of companies,  Any corporate entity once incorporated and registered under the Companies Act, 2013 it comes under the surveillance of Ministry of Corporate Affairs, becomes a separate entity having its own right and responsibilities. Every actions and business transactions done by the company must be filed with Registrar Of Companies and to such other concerned department in accordance with the manner prescribed in the said act, Hence unless under any notice issued by the Registrar of companies every company shall follow a Legal procedure to get its name removed from the register of companies or it cannot just stop operating the business or stop filing returns to ROC. This article elucidates the step-by-step procedure, prerequisites, and necessary documents for voluntary striking off.

Procedure to be followed by a company opting for voluntary striking off

1. First the company has to organize a board meeting to get the in principle approval from the Directors of the company for this purpose.

2. In the board meeting the company will decide a date for organizing an extra ordinary general meeting and shall issue the notice for the EGM accordingly to all the members of the company.

3. Organize the extra ordinary general meeting for getting the approval from the members for striking off the company

4. Discharge all its obligations and liabilities if any still pending before filing the applications.

5. If the company is governed by any authority, the company must avail the consent from all the required authorities

6. Then the company shall proceed towards filing the applications to ROC within such time as specified in the Companies Act.

Prerequisites for applying for Voluntary Strike off

1. All the ROC annual filings i.e AOC-4 & MGT-7/7A etc. as on date has to be completed before applying for voluntary strike off

2. Income Tax Return has been filled as of current financial year.

3. There should be no business i.e. there should be no revenue from operation and other income at least for the last 2 Financial Years.

Documents required for a company to voluntarily apply for striking off :

1. Self-Attested KYC Documents of the Directors of the company i.e. Pan Card and Aadhar card or Passport

2. Latest statement of accounts showing nil asset and nil liability of the company duly certified by a practicing chartered accountant

3. Latest Income Tax Acknowledgement Certificate

4. A Bank NOC/Closure Letter

5. Form STK 8 i.e. statement of accounts in xlsx. format

6. Form STK 3 i.e. an Indemnity Bond notified by all directors of the company

7. Form STK 4 i.e. Affidavit by both the directors

8. A statement showing that there is no pending litigations, dues of the company under Companies Act, 2013 or any other act for the time being on form (if any) otherwise a declaration by all the directors shall be provided

9. Copy of board resolution and copy of special resolution along with the explanatory statement signed and certified by all or any of the directors.

Brief Analysis on Procedure of Voluntary Striking Off of Company

Forms to be filed for such voluntary removal of name from the Register of companies:

1. MGT 14;

2. STK 2;

(Note: Forms must be filed within 30 days of passing the Special Resolution)

Cases where ROC can issue notice for removal of the name of the company:

1. If the company fails to start its business within 1 year of incorporation.

2. If the company has not filed Annual returns and financial Statements with ROC for 2 consecutive financial years.

3. The company hasn’t been pursuing any business or activity for the preceding two financial years and has not applied for dormant status either.

4. If the Roc thinks necessary after making physical verification on the compliances of the company and finds that the company is not operating its business.

In above cases ROC will issue a notice in STK 1 to the company and the directors giving the directors of the company a chance to show any contrary reason for the same within the mentioned time and after the expiry of the specific time ROC will suo moto proceed towards the removal of the name of the company from the register of companies.

Conclusion:

After doing all the necessary inspection and verification of the documents and forms submitted by company the Registrar of Companies shall proceed towards removing the name of the company after notifying the general public through publishing a notification in official gazette.

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Disclaimer: The entire contents of this document have been prepared based on relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness, and reliability of the information provided, I assume no responsibility, therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a piece of professional advice and is subject to change without notice. I assume no responsibility for the consequences of the use of such information.

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2 Comments

  1. DIPA AGARWAL says:

    DSC of the auditor preparing the statement of asset and liability is also required it is mandatory, moreover any practicing chartered accountant can prepare the statement, it need not be the statutory auditor, but for the best practice it is good if the statutory auditor prepares the same.

  2. Priyanka Agarwal says:

    here statement of assets and liabilities is required from statutory auditor only or sny PCA can provide. Further, dsc of statutory auditor is also required?

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