We come across lots of successful & running organizations as well as companies in various modes of communication in day to day life, as a company secretary we are responsible for their incorporation, legal well-being & documentation procedure, But today let us talk about a role of a Company Secretary, in a striking off or winding up of any company or on organization!! Let’s begin.
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♦ Meaning Of Strike Off Of A Company
* Strike Off means removing the name of the Company by the Registrar of companies from the Register of Companies.
* It is more like a Closure of the Company after repayment of all the liabilities, and the Company will not be in existence after being Struck Off and cannot perform any operation thereafter. Companies strike off, also known as dissolving a company.
* Strike off of a company is a cost-effective method for closing down a company that is still solvent, without assets.
* If any company that wants to strike off its name from the registrar of the company can declare itself defunct by filing application to the Registrar of Companies, then the company can be shut down by the registrar of the company after verification.
♦ Documents Required For Strike Off Of Company
Companies on the pursuit of strike-off must file an application to the Registrar of Companies (ROC), accompanied by the following documents:
1. A STATEMENT OF ACCOUNTS shall be attached, 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 the CHARTERED ACCOUNTANT.
2. Copy of BOARD RESOLUTION shall be attached, authorizing the filing of this application.
3. COPY OF SPECIAL RESOLUTION passed by the shareholders of the company or COPIES OF CONSENT obtained from 75% members, in terms of paid up share capital.
4. INDEMNITY BOND, either individually or collectively duly notarized by all directors (in Form STK 3).
5. An AFFIDAVIT by all directors of the company (in Form STK 4).
♦ Forms Filed With the Registrar of Companies for Strike Off Of Company
1. E-Form MGT-14 along with copy of special resolution, within 30 days of passing special resolution. However, filing of the same is exempt in case of PRIVATE COMPANY.
2. E-Form STK-2 with the ROC within 30 days of date of statement of accounts.
♦ Procedure for Filing Application for Strike Off Of Company
1. Before filing application with the ROC for strike off the company, do check the following:
- Make sure that the company has filed its up to date all the financial statements and annual return with the Registrar of Companies before making application for strike off.
- The company does not have any management disputes or there is no litigation pending with regard to management or shareholding of the company and No order is in operation stay behind filing of the documents by a court or tribunal or any other competent authority
- Make sure that company has failed to commence its business within one year of its incorporation or 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.
- No technical scrutiny, inquiry, inspection or investigation is ordered or pending against the company by any competent authority.
2. Afterwards, CALL A BOARD MEETING as per the provisions of Companies Act, 2013 & Secretarial standards.
3. Conduct the BOARD MEETING, and pass the following below mentioned resolutions:
- Consider the statement of accounts.
- Authorize the director to digitally sign the application for strike off in E-Form STK-2.
- Fix the date, date, time and place for meeting of shareholders.
- Approve the notice of the meeting of shareholders.
4. PREPARE MINUTES OF THE BOARD MEETING and circulate to all the directors, within 15 days from the date of conclusion of that meeting.
5. FILE E-FORM MGT-14 along with the copy of Special Resolution, within 30 days of Special resolution. However, filing of the same is exempt in case of PRIVATE COMPANIES.
6. Make ready INDEMNITY BOND in FORM STK-3 and get it notarized.
7. Prepare AFFIDAVIT in FORM STK-4.
8. Prepare statement of accounts and get it certified by the CHARTERED ACCOUNTANT.
9. File E-Form STK-2, within 30 days of date of Statement Of Accounts, with the ROC by attaching requisite signed and notarized documents.
10. After receiving application for Strike off, the ROC shall publish a notice in FORM STK-6 of the same for inviting objections, if any.
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