Closure of Company / Strike off / Form STK-2 / Process to Strike off of the Company / Application by Company to ROC for removing its name from register of companies / Closure of Private Limited Company/ Closure of Unlisted Company / Voluntary Winding Up of the Company / Closure of Companies as per Companies Act 2013 under V3 portal/ Procedure for strike off closure of the Company.
Introduction: In India, numerous companies are incorporated regularly due to favorable business conditions and simplified incorporation procedures under the Companies Act, 2013. The ease of starting a company has led to a significant increase in registrations, with zero ROC fees for companies with authorized capital up to ₹15 lakh (subject to stamp duty based on the state of registration). However, many entrepreneurs form companies without fully understanding the compliance requirements that follow. This article provides a comprehensive guide on the procedure for closing or striking off a company under the Companies Act, 2013, using Form STK-2.
In India various Companies are being incorporated on regular basis. As under ease doing business i.e. Companies Act, 2013 there is zero ROC fees for formation of the Company upto 15 lakh Capital though Stamp duty is applicable depending upon the state in which registered office of the Company is situated. Many a times to run businesses Company are formed very easily without indepth knowledge of requirements of Compliances to be complied after formation on regular basis. So one must seek proper professional advice before taking decision.
FAQs / Checkpoints / Key-steps: Please check the below link. (Copy below Link and press enter)
https://taxguru.in/company-law/close-company-form-stk-2-key-steps-faqs.html
PRE-REQUISITES FOR CLOSURE OF THE COMPANY:
1) Incase Current account of the Company was opened, same should be closed before filing Form STK-2.
2) Up to day Annual filing required to be completed for only those financial year of the Company in which Company had business and was operative.
3) Statement of Assets and Liabilities of the Company should be NIL as on date of filing of STK-2.
PROCEDURE FOR CLOSURE OF THE COMPANY:
REASONS FOR CLOSURE OF THE COMPANY UNDER STK-2 (V3 PORTAL)
– Failed to commence business within one year of incorporation
– 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 dormant Company
– The subscribers to the memorandum have not paid the subscription which they had undertaken to pay at the time of incorporation and a declaration to this effect is not filed within 180 days of formation
– The Company is not carrying on any business or operations as revealed after the physical verification carried out under subsection (9) of the section 12.
If Company falls under anyone of the above reason then one can file STK-2 and can close/ strike off the Company.
Other details / information in form STK-2:
One needs to tick other details whether notice has been received from Registrar in form STK-1. Incase Company had received notice from the Registrar and then according to same Closure application then choose YES orelse NO.
Whether Company is delisted / are regulated by sectoral regulator like RBI, SEBI, IRDAI etc under special act, Choose YES or NO accordingly.
For Closure of Company, Company earlier can pass a Special resolution with Shareholders approval and can file MGT-14 for the same. SRN of same can be mentioned in STK-2 form.
OR
Instead of same, Company can choose No for the same in STK-2 form and attach Consent of the Shareholders for the Strike off. (Consent of Shareholders i.e. 75% members in terms of paid up capital required, and same can be attached in form of attachment with the form).
Then, all the numbers of directors managing Director, manager, secretary, CEO or CFO (Incase of director or Managing Director details required to filled in the web form STK-2. Need to even tick details whether any litigation pending, if YES need to give all Case details orelse choose NO.
Attachments
1) A statement of accounts showing the assets and liabilities of the Company made up to a day, not more than thirty day before the date of application in STK-8. (Same should be in excel format, having UDIN no mentioned CA details and director details)
2) Indemnity bond required to be attached in format STK-3. (Same can be taken individually on Rs. 500/- stamp paper for each director or collectively signed by all director and taken on Rs. 500/- stamp paper and notarised).
3) Affidavit in form STK-4 (Individually signed by each director and on Rs. 100/- stamp paper and notarised)
4) Bank Current account closure letter. (These days CRC sometimes do give resubmission if not attached, so better if attached)
5) Consent of Shareholders (Individually minimum 75% of paid up members) or MGT-14 if was filed then challan copy of the same.
6) Board resolution copy signed by minimum one director for closure of the Company
7) Statement of Assets and Liabilities not older then 30 days from the date of filing of STK-2 (UDIN should be mentioned, CA signature CA stamp and signature of all director and Company round stamp)
Once all these attachments are attached, mention the DIN of director signing the form and Professional certification required.
One need to submit form, download the web based STK-2 properly with all attachments attach dsc and can upload the form by paying 10,000/- fees for the form.
Conclusion: Closing a company involves several steps and meticulous preparation of documents to ensure compliance with the Companies Act, 2013. Filing Form STK-2 is a crucial part of this process. Entrepreneurs must seek professional advice to navigate the complexities of company closure and avoid potential pitfalls.
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Content is merely for sharing knowledge. For any queries, Author can be reached at cskinnarimakwana@gmail.com or 9773763430
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