Section: 248(1) of Companies Act, 2013 read with Rule: 4 of Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 as amended by Companies (Removal of names of Company from Register of Company) Amendment Rules, 2019 Effective from 10th Day of May, 2019

Forms: STK-2, STK-4, STK-7, STK-8

STK- 2: Application by company to ROC for removing its name from register of Companies.

STK-4: Affidavit by every directors of the company.

STK-7: Notice under sub-section (5) of section 248 of striking off and dissolution of company.

STK-8: Statement of Accounts.

Section 248(1): Power of Registrar to Remove Name of Company from Register of Companies

Where the Registrar has reasonable cause to believe that—

  • Company has failed to commence its business within 1 year of its incorporation or;
  • Company is not carrying on any business or operation for a period of 2 immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company, he shall send a notice to the company and all the directors of the company, of his intention to remove the name of the company from the register of companies and requesting them to send their representations along with copies of the relevant documents, if any, within a period of 30 days from the date of the notice.
  • 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 180 days of its incorporation under sub-section (1) of section 10A; or
  • Company is not carrying on any business or operations, as revealed after the physical verification carried out under section 12(9).

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 (Note-1).

2. Every application under sub-rule (1) shall accompany a NOC from appropriate Regulatory Authority concerned.

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 (Note-2);

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.

◊ NOTE-1:

  • Application fess has for STK-2 has been increased to Rs. 10,000 from Rs. 5,000 w.e.f. 10/05/2019
  • Application for removal of name by company in form STK-2 shall be made only after filling of form AOC-4 and MGT-7 till the end of FY in which Company ceased to carry its business operations.
  • Where STK-2 is filled by Company after action taken by registrar U/s 248(1) it shall be made only after filling of all pending returns i.e. form AOC-4 and MGT-7.
  • Where notice is issued by registrar in STK-7 U/s 248(1) – Application cannot be filled in STK-2

◊ NOTE-2:

  • STK-8 – Statement of accounts format is given;

◊ Application U/s 248(2) filled after initiation of action U/s 248(1):

Company needs to fulfill all pending compliances.

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