Procedure for Striking Off a Company with an Overseas Director in India

Summary: A company inactive for two years, with a director residing abroad, seeks voluntary strike-off via Form STK-2 under Section 248(2) of the Companies Act, 2013. This process requires settling all liabilities and obtaining consent from members, ideally 75% of paid-up share capital. While the overseas director’s physical presence isn’t mandatory for consent, their signed documents like the Indemnity Bond (STK-3) and Affidavit (STK-4) need notarization in their country of residence, followed by apostille if it’s a Hague Convention member, or consularization by the Indian embassy/consulate otherwise. Alternatively, a Power of Attorney (POA) granted to the Indian director, similarly authenticated, can authorize them to sign on behalf of the overseas director. Recent MCA updates emphasize filing all overdue financial statements and annual returns before STK-2, now processed by C-PACE. Online resources corroborate these steps, suggesting POA for efficiency. The process involves board and member resolutions, preparing accounts (STK-8), obtaining necessary documents, online filing of STK-2 with a fee, and a subsequent public notice before the final strike-off. No specific relaxations exist for companies with overseas directors, but the authentication process and POA option accommodate their participation.

1. Introduction:

• The current situation involves a company that has not conducted any business operations for the past two years, with its directors seeking to close the company by filing Form STK-2 with the Registrar of Companies (ROC). This intention aligns with the provisions for voluntary strike-off under Section 248(2) of the Companies Act, 2013, which allows a company that has ceased to carry on any business or operation for a period of two immediately preceding financial years to apply for removal of its name from the register of companies.1 The chosen method of closure, filing Form STK-2, is the prescribed application for voluntarily striking off the company’s name from the records of the ROC.2 A specific challenge arises because one of the company’s two directors, who is also a promoter, is residing outside India for an extended period. While this director has provided consent for the company’s closure, the validity and the procedural aspects of submitting this consent from overseas need careful consideration.
• This report aims to provide a detailed consultation addressing the specific situation, outlining the necessary steps to strike off the company while ensuring compliance with the latest rules and regulations stipulated by the Ministry of Corporate Affairs (MCA). The report will thoroughly examine the legal framework, the requirements for director consent, the validity of consent from an overseas director, the potential use of a Power of Attorney, the mandatory documents for Form STK-2, any specific provisions or relaxations for companies with directors abroad, recent notifications from the ROC or MCA, and relevant online resources that offer guidance on this procedure.
• The primary legal framework governing this process is Section 248 of the Companies Act, 2013, which deals with the power of the Registrar to remove the name of a company from the register of companies, and the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, as amended from time to time.4 Understanding these provisions and rules is essential for navigating the company’s closure effectively.

2. Legal Framework for Voluntary Strike Off under Section 248(2):

• Section 248(2) of the Companies Act, 2013, lays down the provisions for a company to voluntarily apply for the removal of its name from the register of companies. This subsection explicitly states that a company, after settling all its outstanding liabilities and obligations, can make an application to the Registrar for the removal of its name from the register of companies.4 This implies that the company in question must ensure that all debts, dues to creditors, and any other financial obligations are completely cleared before initiating the strike-off process. The application under this section must be submitted to the Registrar in the manner prescribed by the rules, which is through the filing of Form STK-2.4 This form serves as the formal request to the ROC for striking off the company’s name.
• Furthermore, Section 248(2) stipulates that the application for voluntary strike-off must be supported by either a special resolution passed by the members of the company in a general meeting or by the consent of at least 75% of the members of the company in terms of paid-up share capital.2 Given that the company has two directors who are also promoters, it is highly probable that they also hold a significant portion of the company’s paid-up share capital. Therefore, obtaining the consent of both directors, especially the one residing overseas, will be crucial in meeting this 75% threshold. The other director’s consent is equally important to fulfill this statutory requirement.
• The procedural aspects of this section are further elaborated in the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, which have been amended several times since their initial notification. Rule 4(1) of these rules specifies that an application for the removal of the company’s name under Section 248(2) must be made to the Registrar, Centre for Processing Accelerated Corporate Exit (C-PACE), in Form No. STK-2, along with a prescribed fee of ten thousand rupees. 4 The establishment of C-PACE by the MCA signifies a move towards a more streamlined and faster process for corporate exits.9 Recent amendments to these rules, such as those in April and May 2023, have introduced changes to the forms used for striking off companies, including Form STK-2, Form STK-6 (Public Notice), and Form STK-7 (Notice of Striking off and Dissolution).4 These amendments underscore the need for consultants to remain current with the latest regulatory updates to ensure compliance. The shift to C-PACE, effective from May 1, 2023 33, mandates that all applications under Section 248(2) must now be filed with C-PACE, not directly with the individual Registrars of Companies.
• To be eligible for filing Form STK-2, the company must meet several conditions. Firstly, it must have genuinely ceased to carry on any business operations.14 Secondly, it is mandatory for the company to have filed all overdue financial statements in Form AOC-4 (or AOC-4 XBRL, as applicable) and all overdue annual returns in Form MGT-7 up to the end of the financial year in which the company ceased its business operations.1 This requirement was further emphasized by amendments in May 2023, making it a strict prerequisite for filing Form STK-2.37 Thirdly, the company must have fully extinguished all its liabilities, including settling debts and ensuring it is financially free of obligations.1 Additionally, the company should not be involved in any pending litigations at the time of applying for strike-off.2 It is also a standard practice for the company to close all its existing bank accounts before filing Form STK-2 and to provide a closure letter from the bank as part of the documentation.9 Finally, the company should not have undergone any change in its name or shifted its registered office from one state to another during the three months immediately preceding the date of application.6 Ensuring adherence to all these eligibility criteria is paramount for a successful voluntary strike-off application.

3. Requirement of Consent from All Directors for Filing Form STK-2:

• Initiating the process of striking off a company voluntarily through Form STK-2 necessitates obtaining the consent and involvement of all directors. While the primary statutory requirement for the application is either a special resolution passed by the shareholders or the consent of 75% of the members in terms of paid-up share capital 2, the procedural aspects of filing Form STK-2 and its accompanying documents mandate the active participation of every director. The form itself requires the digital signature of a director who has been duly authorized by the Board of Directors to file the application.4 This authorization is typically granted through a Board Resolution passed in a duly convened meeting.
• Beyond the signature on Form STK-2, several crucial documents that are mandatory attachments to the form require the consent and attestation of all directors. The Indemnity Bond, in Form STK-3, is one such document and must be duly notarized by every director of the company.1 This bond serves as a collective undertaking by the directors to indemnify against any lawful claims that may arise after the company’s name has been struck off. Similarly, an affidavit in Form STK-4 is required to be submitted by every director of the company.2 This affidavit typically confirms the company’s eligibility for strike-off, including declarations about the cessation of business, clearance of liabilities, and absence of any pending legal proceedings. The requirement for both the Indemnity Bond and the Affidavit to be executed by every director underscores the MCA’s emphasis on ensuring that all individuals responsible for the company’s management are fully aware of and in agreement with the decision to close the company and the implications thereof.
• While the physical presence of a director in India is not explicitly mandated by the Companies Act, 2013, or the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, for the purpose of providing consent, the procedural requirements for the authentication of documents signed by a director residing outside India need to be carefully followed. The necessity for notarization of the Indemnity Bond and the Affidavit, and the potential requirement for apostillation or consularization depending on the director’s country of residence 10, indicate that the MCA acknowledges the possibility of directors being located overseas and has established mechanisms to validate their consent and signatures on the required documents. Therefore, while the director’s physical presence in India is not a prerequisite for their consent to be valid, they will need to undertake the necessary steps in their country of residence to properly execute and authenticate the required documents for submission with Form STK-2.

4. Validity and Procedure for Submitting Consent from a Director Residing Outside India:

• The consent provided by a director who is not physically present in India for the purpose of striking off a company is legally valid, provided that this consent is unequivocally expressed in writing and the documents embodying this consent are duly authenticated according to the applicable regulations. Neither the Companies Act, 2013, nor the associated rules pertaining to the removal of names of companies from the register impose an explicit restriction on a director residing outside India from providing their consent for a voluntary strike-off.48 The emphasis is placed on the genuineness and proper execution of the consent, ensuring that it is given freely and with a full understanding of its implications.
• The procedure for an overseas director to provide their consent involves several key steps. Firstly, the director should provide a formal written consent expressing their agreement to the proposal of striking off the company’s name from the register of companies. While there is no specific format prescribed for this initial written consent, it is advisable that it clearly identifies the company by its name and Corporate Identity Number (CIN), explicitly states the director’s consent to the strike-off, and includes their signature. This written consent serves as an internal record of the director’s agreement and will support the resolutions passed by the Board of Directors and the shareholders.
• More importantly, the director residing outside India will need to execute the mandatory documents that accompany Form STK-2, namely the Indemnity Bond (Form STK-3) and the Affidavit (Form STK-4). The signature of the overseas director on these documents must be duly notarized by a public notary in their country of residence.49 This notarization serves as an official attestation that the signature is genuine and belongs to the director. Following notarization, the requirement for further authentication depends on whether the country where the director is residing is a signatory to the Hague Apostille Convention, 1961.

If the director is residing in a country that is a member of the Hague Convention, after the documents are notarized, they must be further authenticated by obtaining an apostille from the designated competent authority in that country.10 An apostille is an internationally recognized certificate that confirms the authenticity of the signature and seal of the notary public. The Hague Conference on Private International Law maintains a list of member countries and the designated authorities for issuing apostilles.65

On the other hand, if the director’s country of residence is not a signatory to the Hague Convention, the notarized documents will need to be further authenticated through consularization by the Indian Embassy or Consulate located in that country.48 Consularization involves the Indian diplomatic mission verifying the authenticity of the notary’s signature and seal. The specific procedure for consularization can be obtained from the website of the Indian Embassy or Consulate in the respective country. It is crucial to ascertain the director’s country of residence and its status with respect to the Hague Convention to ensure that the correct authentication procedure is followed, as this will directly impact the acceptance of the documents by the ROC/C-PACE.

5. Role of Power of Attorney (POA) in the Strike-Off Process for an Overseas Director:

• In situations where a director is residing outside India and their physical presence for signing documents or completing authentication processes becomes challenging or time-consuming, granting a Power of Attorney (POA) to the other director in India can be a viable and legally sound alternative for facilitating the company’s strike-off.61 A Power of Attorney is a legal instrument by which one person (the principal or donor) authorizes another person (the agent or attorney) to act on their behalf in specified matters. For the purpose of striking off the company, the director residing abroad (the principal) can execute a POA in favor of the other director in India (the agent), granting them the authority to perform certain actions necessary for the completion of the strike-off process.
• The scope of authority that can be delegated through a POA for the purpose of filing Form STK-2 and completing the strike-off process should be comprehensive enough to cover all necessary actions. This typically includes the authority for the attorney (the director in India) to sign Form STK-2 on behalf of the principal (the overseas director). Furthermore, the POA should explicitly authorize the attorney to execute the Indemnity Bond in Form STK-3 and the Affidavit in Form STK-4 on behalf of the overseas director. These are critical documents that require the signatures of all directors, and a POA can legally empower the attorney to sign these on behalf of the director residing abroad. Additionally, the POA can grant the attorney the power to represent the overseas director in all interactions with the ROC/C-PACE, including attending any required meetings, submitting additional information or clarifications, and generally taking all steps necessary to ensure the successful completion of the company’s strike-off.
• To be considered valid and legally effective in India, a Power of Attorney executed by a director residing outside India must comply with certain requirements, particularly regarding its execution and authentication. The POA must be in writing and duly signed by the director residing abroad.49 The signature of the principal on the POA must be attested by a notary public in the country where the POA is being executed.49 Similar to the authentication requirements for the Indemnity Bond and Affidavit, the POA will also need to be further authenticated based on the country of execution. If the country is a member of the Hague Apostille Convention, the notarized POA must be apostilled by the designated authority in that country.49 If the country is not a member, the POA will need to be notarized and then consularized by the Indian Embassy or Consulate in that country.49 Once the POA is duly executed and authenticated, the original or a certified copy of it will need to be submitted to the relevant authorities in India, often requiring registration with the appropriate stamp duty paid, depending on the specific powers granted in the POA and the state in India where it is to be used. Utilizing a POA can significantly simplify the process of obtaining the necessary signatures and ensuring compliance when a director is located overseas, provided that the POA is carefully drafted to cover all essential aspects of the strike-off and is properly authenticated according to the applicable legal requirements.

6. Necessary Documents and Procedures for Filing Form STK-2:

• Filing Form STK-2 for the voluntary strike-off of a company requires the submission of several mandatory documents to the Registrar of Companies (ROC), now processed through C-PACE. These documents collectively provide the necessary information and assurances for the ROC to approve the removal of the company’s name from the register. The key documents include:

• Indemnity Bond in Form STK-3: This is a crucial document where every director of the company provides an undertaking, either individually or collectively, to indemnify any person against any losses or damages that may arise as a result of the company being struck off. The bond must be duly notarized by each director. For a director residing outside India, the bond must be notarized in their country of residence and subsequently apostilled if the country is a member of the Hague Convention, or consularized by the Indian Embassy/Consulate if it is not.1
• Statement of Accounts in Form STK-8: This statement provides a snapshot of the company’s financial position, detailing its assets and liabilities as of a date not more than thirty days before the date of application. It must be certified by a practicing Chartered Accountant, and the certification should include the Unique Document Identification Number (UDIN).2 This document is essential to confirm that the company has nil assets and liabilities, a prerequisite for voluntary strike-off.
• Affidavit in Form STK-4: Each director of the company is required to submit an individual affidavit, duly sworn and notarized. This affidavit typically confirms that the company has not commenced business within one year of incorporation or has ceased to carry on any business for the past two financial years, that it has no liabilities, and that all other conditions for strike-off under Section 248(2) are met. For a director residing outside India, this affidavit must also be notarized in their country of residence and apostilled or consularized as applicable.2
• Copy of Special Resolution: A certified true copy of the special resolution passed by the members of the company, approving the strike-off, is a mandatory attachment. This resolution needs to be duly certified by each of the directors of the company.1 Alternatively, if a special resolution was not passed, the consent of 75% of the members in terms of paid-up share capital, duly signed, should be provided.
• Copy of Board Resolution: A certified true copy of the Board Resolution passed by the Board of Directors, authorizing the filing of the application for strike-off and nominating a director to sign Form STK-2, must also be attached.1
• Statement Regarding Pending Litigations: If there are any pending legal proceedings involving the company, a statement providing details of such litigations must be submitted.2 If there are no pending litigations, a declaration to this effect should be included in the affidavit.
• Bank Account Closure Letter: A letter from the bank confirming the closure of all the company’s bank accounts, along with a zero balance statement, is generally required to demonstrate that the company is no longer conducting any financial transactions.11
• Consent of Shareholders: If the company opts for obtaining consent from 75% of the members instead of passing a special resolution in an EGM, then the written consent of these shareholders, individually signed, should be attached to Form STK-2. In such cases, filing Form MGT-14 for the special resolution is not mandatory.17

• The procedure for filing Form STK-2 electronically on the MCA portal involves several steps, with specific attention required for cases involving an overseas director:

1. Convene a Board Meeting: The company must first hold a meeting of its Board of Directors to approve the decision to strike off the company and to authorize a director to file the application.1

2. Hold an Extraordinary General Meeting (EGM): Subsequently, an EGM needs to be convened to pass a special resolution for striking off the company, requiring the consent of at least 75% of the shareholders.1 Alternatively, written consent from 75% of the members can be obtained.

3. File Form MGT-14: If a special resolution is passed in the EGM, the company is required to file e-form MGT-14 with the ROC within 30 days of passing the resolution, attaching a copy of the special resolution.1

4. Prepare the Statement of Accounts: A statement of accounts (Form STK-8) must be prepared, reflecting the company’s assets and liabilities as nil, and certified by a practicing Chartered Accountant with their UDIN.2 This statement should not be older than 30 days from the date of filing Form STK-2.

5. Obtain Indemnity Bonds and Affidavits: Indemnity Bonds (Form STK-3) and Affidavits (Form STK-4) must be obtained from both directors. The director residing outside India will need to ensure these documents are duly notarized in their country of residence and then apostilled or consularized based on the country’s membership in the Hague Convention.10 If a Power of Attorney is being used, the attorney (director in India) will sign these documents on behalf of the overseas director, and the POA itself must be duly executed and authenticated.

6. Prepare Other Documents: Gather the bank account closure letter and a statement regarding pending litigations (if any).

7. File Form STK-2: The authorized director (or the attorney holding a valid POA) needs to log in to the MCA portal and fill out Form STK-2 online. All the aforementioned documents must be attached to the form in the prescribed format. The prescribed fee of INR 10,000 must also be paid online.4

8. Public Notice and Final Strike-Off: After the application is processed, the ROC/C-PACE will publish a public notice in the Official Gazette and on the MCA website, inviting objections to the proposed strike-off.1 If no objections are received within 30 days, and the ROC/C-PACE is satisfied with the application, the company’s name will be struck off from the Register of Companies, and a final notice of dissolution in Form STK-7 will be published.1

6. Specific Requirements or Relaxations for Companies with Directors Residing Outside India:

• The Ministry of Corporate Affairs (MCA) does not appear to have issued any specific relaxations or additional requirements solely for companies undergoing a strike-off process where one or more directors are residing outside India. The fundamental requirements for obtaining the consent of all directors, the necessity for them to execute the Indemnity Bond and Affidavit, and the overall procedure for filing Form STK-2 remain consistent regardless of the directors’ residency status.
• However, the existing legal framework does accommodate the situation of directors residing abroad by providing a mechanism for the authentication of legal documents executed outside India. The requirement for notarization of the Indemnity Bond and Affidavit by a public notary in the foreign country, followed by either apostillation (for countries that are signatories to the Hague Apostille Convention) or consularization by the Indian Embassy or Consulate (for non-signatory countries) 10, serves as the primary way the MCA ensures the authenticity and validity of the consent and declarations provided by directors who are not physically present in India. This acceptance of internationally authenticated documents demonstrates an understanding of the practical challenges involved in obtaining the direct participation of overseas directors.
• Despite the absence of specific relaxations, companies with directors residing abroad may face certain challenges during the strike-off process. One significant challenge is the time and logistical effort involved in obtaining the physical signatures of the overseas director on the required documents and completing the process of notarization and subsequent authentication (apostillation or consularization). This process can often take a considerable amount of time, potentially delaying the overall strike-off timeline. A practical solution to mitigate this challenge is for the director residing abroad to grant a Power of Attorney (POA) to the other director in India.61 This POA would authorize the director in India to act on behalf of the overseas director for all matters related to the strike-off, including signing the necessary forms and documents. Another potential challenge is ensuring a clear understanding of the specific authentication procedures applicable in the overseas director’s country of residence. To address this, the consultant should proactively guide the client and the overseas director on the exact requirements for notarization and apostillation or consularization, potentially by referring them to local legal resources or the website of the Indian Embassy or Consulate in their country. Effective planning and open communication with the overseas director are crucial to anticipate and overcome these challenges, ensuring a smoother and more efficient strike-off process.

7. Recent Notifications and Circulars from ROC/MCA:

• A review of recent notifications and circulars issued by the ROC or MCA reveals several updates that are relevant to the process of striking off a company, although none specifically address relaxations or additional requirements for the consent and signatures of directors residing abroad. A significant development is the establishment and operationalization of the Centre for Processing Accelerated Corporate Exit (C-PACE), which now serves as the central authority for processing applications for voluntary strike-off under Section 248(2) of the Companies Act, 2013.33 This shift aims to expedite the process of company closure.
• Furthermore, the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, have been amended in April and May 2023.4 These amendments primarily focus on refining the application process and updating the prescribed forms, including Form STK-2, Form STK-6 (Public Notice), and Form STK-7 (Notice of Striking off and Dissolution). One notable amendment introduced in May 2023 specifies a crucial condition for filing Form STK-2: a company cannot submit an application for strike-off unless it has filed all overdue financial statements (AOC-4) and annual returns (MGT-7) up to the end of the financial year in which it ceased to carry on its business operations.4 This reinforces the importance of ensuring all pending statutory filings are completed before initiating the voluntary strike-off.
• While these recent notifications and amendments are pertinent to the overall strike-off procedure, there appears to be no specific circular or notification that provides any relaxations or imposes additional requirements concerning the consent or signatures of directors residing outside India. The existing rules and procedures regarding the authentication of documents executed abroad, through notarization and apostillation or consularization, continue to be the applicable framework for ensuring the validity of the overseas director’s involvement in the strike-off process. Therefore, consultants advising companies in such situations should focus on guiding their clients through the standard procedures, paying close attention to the requirements for international document authentication and the role of C-PACE in the current regulatory landscape.

8. Guidance from Online Resources:

• Numerous online resources provided by the MCA and reputable legal and compliance websites in India offer detailed guidance on the procedure for filing Form STK-2 for voluntary strike-off, including scenarios where a director is residing overseas and has provided their consent. These resources generally corroborate the official rules and regulations and often provide practical insights and step-by-step instructions to navigate the process effectively.1
• Websites such as IndiaFilings, CorpBiz, Compliance Calendar, Vakilsearch, and others offer comprehensive guides that outline the various stages of voluntary strike-off, the list of mandatory documents required for Form STK-2, and the step-by-step procedure for online filing. Many of these resources emphasize the importance of ensuring that the company meets all the eligibility criteria, such as having ceased business operations, having no outstanding liabilities, and having filed all pending statutory returns.1
• Crucially, some online resources 10 specifically address the situation of directors residing outside India, highlighting the requirement for notarization and apostillation or consularization of the Indemnity Bond (Form STK-3) and the Affidavit (Form STK-4). These guides often advise on checking whether the director’s country of residence is a signatory to the Hague Apostille Convention to determine the correct authentication process. Additionally, many resources implicitly or explicitly suggest considering the option of the overseas director granting a Power of Attorney to the director in India as a practical way to streamline the process and overcome potential delays associated with international document handling.61
• Based on the guidance from these online resources, several best practices emerge for cases involving an overseas director. It is essential to ensure that all liabilities are cleared and all bank accounts are closed before initiating the filing of Form STK-2.1 Preparing the Statement of Accounts (Form STK-8) accurately and ensuring it is dated within 30 days of the application filing is also critical.2 Special attention must be given to the proper notarization and apostillation or consularization of the Indemnity Bond and Affidavit by the overseas director, or to the correct execution and authentication of a Power of Attorney if this route is chosen. Proactive communication and planning with the overseas director regarding these requirements are crucial for a smooth process.

9. Conclusion and Recommendations:

• Based on the analysis of the legal framework, recent notifications, and guidance from online resources, it is evident that the company can proceed with the voluntary strike-off process by filing Form STK-2, even with one of its directors residing outside India. The consent provided by the overseas director is legally valid, provided it is appropriately documented and authenticated according to the prescribed procedures. The key to ensuring the validity of this consent lies in the proper authentication of the mandatory documents, specifically the Indemnity Bond (Form STK-3) and the Affidavit (Form STK-4). This authentication will require notarization in the director’s country of residence, followed by either apostillation if the country is a member of the Hague Convention, or consularization by the Indian Embassy or Consulate if it is not.
• As an alternative, to streamline the process and potentially save time, the director residing outside India can consider granting a Power of Attorney (POA) to the other director in India. This POA should explicitly authorize the director in India to sign Form STK-2, the Indemnity Bond, and the Affidavit on behalf of the overseas director, as well as to represent them in all other matters related to the company’s strike-off. Like the Indemnity Bond and Affidavit, the POA executed outside India will also need to be duly notarized and subsequently apostilled or consularized based on the country of execution.
• To advise the client effectively, the following actionable recommendations should be considered:

1. Thoroughly verify that the company meets all the eligibility criteria for voluntary strike-off under Section 248(2) of the Companies Act, 2013. This includes confirming that the company has indeed ceased all business operations and has cleared all its outstanding liabilities.1

2. Ensure that the company has filed all overdue financial statements (AOC-4) and annual returns (MGT-7) with the ROC up to the end of the financial year in which it ceased business operations, as this is a mandatory prerequisite for filing Form STK-2.1

3. Obtain a clear written consent from both directors to proceed with the voluntary strike-off of the company.

4. Advise the director residing outside India on the precise procedure for notarizing the Indemnity Bond (Form STK-3) and Affidavit (Form STK-4) in their country of residence. Provide guidance on how to determine if their country is a signatory to the Hague Apostille Convention and, if so, the steps to obtain an apostille from the competent authority. If the country is not a signatory, provide information on the process of consularization at the Indian Embassy or Consulate.

5. Explore the alternative option of the overseas director granting a Power of Attorney to the other director in India. If this option is preferred, provide detailed instructions on the execution of the POA, the notarization requirements in the foreign country, and the subsequent steps for apostillation or consularization.

6. Prepare all other necessary documents, including the Statement of Accounts in Form STK-8 certified by a Chartered Accountant with UDIN, the Board Resolution authorizing the strike-off, the Special Resolution passed by the shareholders (or their written consent), a letter from the bank confirming the closure of all bank accounts, and a statement regarding any pending litigations.1

7. File Form STK-2 online with C-PACE through the MCA portal, ensuring all duly authenticated documents are attached and the prescribed fee of INR 10,000 is paid.4

8. Continuously monitor the status of the application with C-PACE and be prepared to respond to any queries or objections that may be raised during the processing period.

• It is crucial to emphasize to the client the importance of meticulous documentation and strict adherence to all the prescribed procedures. Any discrepancies, incomplete information, or failure to properly authenticate documents signed by the overseas director can lead to significant delays in the strike-off process or even rejection of the application by C-PACE. Therefore, ensuring compliance at each step is paramount for a successful outcome.