eForm STK-2 – 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 seventyfive 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 as per the Companies Act, 1956.
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.
| S. No/
Section Name |
Field Name | Instructions | |
Please note the following:
Please note any company desirous of getting its name struck off from Registrar of Companies under section 248 shall file Form STK-2 only. |
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| 1 | (a) | Corporate identity Number (CIN) of the company | Enter the Corporate Identity Number (CIN) of the company. You may find CIN by entering existing registration number or name of the company in the ‘Find CIN/GLN’ service at the MCA21 portal. Click the “Pre-fill” button. |
| 2 | (a) to
(d) |
System will automatically display the name, address of the registered office of the company, email id and date of incorporation of the company. In case there is any change in the email ID, enter the new valid email ID | |
| 7 | Number of director(s), Managing Director, manager, secretary, CEO or CFO (In case of director or Managing Director, enter Director Identification Number (DIN). Otherwise provide
Income tax-permanent account number (Income tax- PAN) or passport number) |
Enter the number of director(s), Managing Director, manager, secretary of the company as on the date of filing the Form. Based on the number entered here, number of blocks shall be displayed for entering the details. Details of maximum of 15 persons can be provided in the eForm. In case number entered is greater than 15, then only 15 blocks shall be displayed. It shall be
validated that in case there are one or more active signatories existing in the system for the Select the designation of the person. In case of manager/secretary/CEO/CFO enter incometax PAN or Passport Number. In all other case, DIN is mandatory to enter. Status of DIN should be approved. Ensure that the DIN entered is correct and then click the “Pre-fill” button. System will automatically display the name and present residential address of the person. |
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| 9 | Declaration | Enter Applicant’s name along with his/her father’s name. It is mandatory to enter the serial number and date of board resolution authorizing the signatory to sign and submit the eForm. | |
| Attachments | A statement of accounts showing the 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;
Copy of Board resolution authorizing the filing of this application; Copy of special resolution passed or copies of consent obtained under subsection (2) of section 248, as applicable; Indemnity bonds [to be given individually or collectively by the director(s)] in Form No. STK-3; Affidavit in Form No. STK-4; Copy of order of the concerned regulatory authority, if any, approving the filing of this application; Copy of relevant order for delisting, if any, from the concerned Stock Exchange
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| Signature | eForm should be digitally signed by the following: Director or manager or CEO/CFO or secretary of the company authorized by the board of directors | ||
| Designation | Select the designation of the person digitally signing the eForm. Enter the DIN in case the person digitally signing the eForm is a director. Enter DIN or income-tax PAN in case the person signing the eForm is a manager/CEO/CFO. Enter membership number in case the person digitally signing the eForm is a company secretary. | ||
| Certification | The eForm should be certified by a chartered accountant (in whole-time practice) or cost
accountant (in wholetime practice) or company secretary (in whole-time practice) by digitally signing the eForm. Select the relevant category of the professional and whether he/ she is an associate or fellow. In case the professional is a chartered accountant (in whole-time practice) or cost accountant (in whole-time practice), enter the membership number. In case the practicing professional is a company secretary (in whole-time practice), enter the certificate of practice number. |
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Common Instructions to fill eForm
| Buttons | Particulars |
| Pre-Fill | The Pre-fill button can appear more than once in an eForm. The button appears next to a field that can be automatically filled using the MCA database.
Click this button to populate the field. Note: You are required to be connected to the Internet to use the Pre-fill functionality. |
| Attach | Click this document to browse and select a document that needs to be attached to the eForm. All the attachments should be scanned in pdf format. You have to click the attach button corresponding to the document you are making an attachment.
In case you wish to attach any other document, please click the optional attach button. |
| Remove Attachment | You can view the attachments added to the eForm in the List of attachment field.
To remove any attachment from the eForm, select the attachment in the List of attachment field and click the Remove attachment button. |
| Check Form | 1. Click the Check Form button after, filling the eForm. System performs form level validation like checking if all mandatory fields are filled. System displays the errors and provides you an opportunity to correct errors.
2. Correct the highlighted errors. 3. Click the Check Form button again and system will perform form level validation once again. On successful validations, a message is displayed “Form level pre scrutiny is successful”. Note: The Check Form functionality does not require Internet connectivity. |
| Modify | The Modify button is enabled, after you have checked the eForm using the Check Form button.
To make changes to the filled and checked form: 1. Click the Modify button. 2. Make the changes to the filled eForm. 3. Click the Check Form button to check the eForm again. |
| Pre scrutiny | 1. After checking the eForm, click the Prescrutiny button. System performs some checks and displays errors, if any.
2. Correct the errors. 3. Click the Prescrutiny button again. If there are no errors, a message is displayed “No errors found”. |
| Submit | This button is disabled at present. |
Part III – Important Points for Successful Submission
Fee Rules
| S. No | Purpose of the form | Normal Fee | Additional Fee (Delay Fee) | Logic for Additiona Fees | Remarks | |
| Event Date | Time
limit(days) for filing |
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| 1. | Application by company to ROC for removing its name from | Rs 10,000/- | #N/A | #N/A | #N/A | |
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.
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.
