Governing the eForm
e-Form 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.
The main criteria for making an application
1. Where a company has failed to commence its business within one year of its incorporation
2. Where the subscribers to the memorandum have not paid the subscription which they had undertaken to pay within a period of 180 days from the date of incorporation of a company and has also not filed e-Form INC-20A for obtaining Certificate of Commencement of Business;
3. 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 under section 455,
The documents stated below are to be attached with the E-Form STK 3
1. An Indemnity bond signed by every director of the Company in the Form STK 3 – (stamp paper of Rs 200/- duly notarised).
2. A statement of accounts containing assets and liabilities of the company made not older than 30 days from the date of application and also to be certified by a Chartered Accountant.
3. An affidavit to be made by each Director of the Company in Form STK 4 (stamp paper of Rs 100/- duly notarised)
4. A copy of the special resolution is to be passed at the General Meeting of the Company which is duly certified by each of the directors of the company or the consent of 75% of the members of the company in terms of paid-up share capital as on the date of application is obtained.
5. A statement regarding pending litigations, if any, involving the company.
6. Details of Each Directors
7. Copy of PAN card
8. Copy of Voters Identity Card/ Passport/ Driving License (any 1 out of these)
Also, check out:
How to register/Track pan card status online.
|1||Name of the Director|
Every application shall have a no objection certificate from appropriate Regulatory Authority concerned in respect of following companies, namely:
1. 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;
2. 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);
3. insurance companies as referred to in the Insurance Act, 1938 (4 of 1938) or rules and regulations thereunder;
4. 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;
5. 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;
6. asset management companies as referred to in the Securities and Exchange Board of India Act, 1992 (15 of 1992) or rules and regulations thereunder;
7. any other company which is regulated under any other law for the time being in force.
Note: All bank accounts, Registrations with the govt. authorities should be closed/ cancelled before applying for closure of the company.
Liabilities of Directors
1. To pay and settle all lawful crimes that arise in the future once the name of the company is struck off.
2. To indemnify any individual for any losses that arise after striking the name of the company.
3. To settle all lawful claims and liabilities that are not noticed even after striking off the name of the company.
eForm STK-2 will be processed by the office of Registrar of Companies
Please note the following:
Government Fees: Form FTE along with prescribed fee of Rs. 10,000/-
(Author – CS Manju Laur, Company Secretary in Practice from Delhi and can be contacted at [email protected])