Overview:-
In this Article we shall discuss about ‘Removal of Company name from Registrar of Companies’. This is one of the simplest processes to get its company close from the ROC list. There can be several reasons to close the company. Some of the reasons have been listed below for shutting down any business.
We have come up with this article to provide some minute and simple details for the company closure to avoid any difficulty. We have our own way of discussing and explaining things. Hope this article would help in gaining some knowledge.
Voluntarily Removing Company Name:-
This was launched to speed up the process of the disposal and removal of the Companies name from the Registrar list. Under this the ROC has the power to strike off the companies name from the list. Companies can voluntarily submit an application to ROC to strike off its name.
Unfortunately, all the companies are not directly eligible for the voluntarily removing company’s name. The companies must fulfil certain eligibility criteria to use this method.
Eligibility Criteria:
Some of the criteria’s are mentioned below:
1. The company should not have any Asset or Liability.
2. The company has failed to commence its business activities since its incorporation.
3. A company is not carrying on any business or operation for a period of two immediately preceding financial years. This means the Company should not have any Revenue including Other Revenue for the last two preceding financial years.
4. The company must have filed its latest financials with the ROC before applying for Strike Off.
Applicable Section:
The governing Section to remove the companies name from registrar list is Section 248 to Section 252 of the Companies Act, 2013.
Required e-form:
The required e-form to file with the ROC is Form STK-2. STK stands for Strike off. The mode for submission of Form STK-2 is online.
Fee for e-form:
The fee for e-form STK-2 is Rs. 10,000. Earlier it was Rs. 5,000.
Board Resolution or Shareholders Resolution:
The biggest confusion the professionals face while getting into the process of strike off is which meeting to convene. Whether to convene Board Meeting or Shareholders Meeting? Let’s get this resolved.
The Company can opt either of the meeting. In case the company opts for Board Meeting then company should execute a Board Resolution for Company Closure and Consent letters from all 100% shareholders need to be obtained.
And if the Company go for Shareholders Meeting then company should execute a Special Resolution by obtaining consent of 75% of members in term of paid-up share capital.
Documents to be submitted with Form STK-2:
If a company wants to get its name struck off from the registrar list, the following are the enclosures that must be attached with Form STK-2:
1. Statement of Accounts showing NIL Asset & NIL Liability;
2 Board Resolution for closure of Company;
3. Copy of the Special Resolution accordingly;
4. Consent Letters from shareholders of the company;
5. Indemnity Bond dully notarized by every director in Form STK-3 on the Stamp paper of Rs. 100;
6. An Affidavit dully notarized by every director in Form STK-4 on the Stamp paper of Rs. 20;
7. Latest ITR Acknowledgement copy of the respective company;
8. Bank Account Closure Letter from such respective Bank;
9. Holding Company Approval BR in case Subsidiary Company is getting Strike off;
10. Residential Address Proof of the respective directors dully certified by Practicing Chartered Accountant;
Process of Strike off:
The process of Strike off and fill in the application form for the same is given below:
STEP I
The first and foremost step in striking off the companies is to get its Bank Account Close from such respective branch. And obtain a Bank Account Closure Letter from the Bank.
STEP II
Once the Bank Account of the Company is closed. The next step would be to get prepare the Statement of Account by Practicing Chartered Accountant.
STEP III
Start preparations of the other documents required to get its company strike off i.e. Form STK-3, Form STK-4, Board Resolution, Consent Letters etc. and get it signed by such respective directors.
STEP IV
Once all the required documents are ready and signed. Start preparing e-form STK-2 by downloading from the MCA Portal.
STEP V
Once the Form STK-2 is finalized after entering all the required details and attaching all the required documents, file such e-form by login to the MCA portal. The payment required for such e-form should be done online.
Note:
Do not forget to cross check the e-form or other documents attached or the required details entered twice or thrice before filing it to the MCA portal.
Post Submission of Form STK-2:
After submission of the Form STK-2 by the Company, there can be two ways to examine the form with the ROC.
1st Process:
After examining the form, if ROC is of opinion that something is missing or there are certain discrepancies then ROC will send that form into “RESUBMISSION”. The respective company will be notified through Email for resubmission.
After receiving an email the Company will have to resolve such errors or discrepancies, within the time frame mentioned in such email. And once the errors are resolved file fresh e-form STK-2 to the ROC along with all attachments.
2nd Process:
After examining the form, if ROC is of opinion that everything is fine or okay with the form then ROC would cause a public notice to be issued regarding the intended closure of the company. After expiry of the time mentioned in the notice, the Registrar can, strike off its name from the register of companies, and publish notice of striking-off of name of company in the Official Gazette. On publication in the Official Gazette of this notice, the company is held to be dissolved.
Check Status of Form STK-2:
It would be the responsibility of the company to track the status of the Form STK-2 regularly. It can be done by login to MCA portal and checking the “Track SRN Transaction Status” by entering such respective SRN of the e-form.
Conclusion:
Author has tried their level best to cover the possible relevant aspect related to the Fast Track exit Scheme. The minute detail has also been discussed for better understanding of the topic. This article has been drafted keeping in mind every possible professionals or trainee or intern etc. whosoever required clarity on the topic. Hope you find this article helpful & knowledgeable.
In case of any suggestion or improvement please feel free to contact. This will boost our Morale and will help in sharing our knowledge. The author can be reached through Email which is available on the cover page.
Email: [email protected]
Disclaimer: This article is based on the best of my knowledge and moreover in no event author shall be liable for any direct or indirect result from this article. This will only be treated as a knowledge sharing initiative provided solely for the information. This article does not guarantee a professional advice or recommendation.
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