Removal of Names of Companies from Register of Companies-FAQs

FAQs on Removal of Names of Companies From the Register of Companies

1. When can ROC suomoto remove the name of Company?

When: –

♠ A company which has failed to commence its business within one year of its incorporation;

♠ a company which has not obtained status of dormant is not carrying on any business or operation for a period of two immediately preceding financial years;

♠ the subscribers to the memorandum have not paid the subscription and INC 20A is not filled;

♠ the company is not carrying on any business or operations, as revealed after the physical verification carried out.

When a company which has not obtained status of dormant is not carrying on any business or operation for a period of two immediately preceding financial years, the ROC shall send a notice (in from STK 1) to the company and all the directors of the company, of its 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 thirty days from the date of the notice.

2. When can Company file application for its strike off?

• 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 e-from STK 2 to the Registrar for removing the name of the company from the register of companies on all or any of the grounds specified in Point 1.

However, this shall not apply to Section 8 Company.

3. What shall be effect of removal of name on the left-over liabilities of Company/ Directors/ KMP/ member/ any officer if any?

• The assets of the company shall be made available for the payment or discharge of all its liabilities and obligations even after the date of the order removing the name of the company from the register of companies;
• the liability, if any, of every director, manager or other officer who was exercising any power of management, and of every member of the company strike off, shall continue and may be enforced as if the company had not been dissolved.

4. When can Company can’t file application by itself for removal of its name from ROC?

a. has changed its name; (in the previous three months)

b. shifted its registered office from one State to another; (in the previous three months)

c. has made a disposal for value of property or rights held by it, immediately before cesser of trade or otherwise carrying on of business, for the purpose of disposal for gain in the normal course of trading or otherwise carrying on of business; in the previous three months)

d. has engaged in any other activity except the one which is necessary or expedient for the purpose of making an application under that section, or deciding whether to do so or concluding the affairs of the company, or complying with any statutory requirement; (in the previous three months)

e. has made an application to the Tribunal for the sanctioning of a compromise or arrangement and the matter has not been finally concluded;

f. is being wound up under Companies Act, 2013 or under IBC;

g. has not filed overdue returns in Form No. AOC-4 or AOC-4 XBRL and Form No. MGT-7, up to the end of the financial year in which the company ceased to carry its business operations;

h. has not filed overdue returns in Form No. AOC-4 or AOC-4 XBRL and Form No. MGT-7, up to date of application if it has received STK 1 from ROC;

i. when STK 7 has been issued for that Company.

5. Can a Company which is strike off be restored? If yes then how?

• Yes;

(Option I)

• Any person aggrieved by an order of the Registrar, notifying a company as dissolved under section 248, may file an appeal to the Tribunal within a period of three years from the date of the order of the Registrar and if the Tribunal is of the opinion that the removal of the name of the company from the register of companies is not justified in view of the absence of any of the grounds on which the order was passed by the Registrar, it may order restoration of the name of the company in the register of companies;

(Option II)

• If a company, or any member or creditor or workman thereof feels aggrieved by the company having its name struck off from the register of companies, the Tribunal on an application made by the company, member, creditor or workman before the expiry of twenty years, if satisfied that the company was, at the time of its name being struck off, carrying on business or in operation the Tribunal may by the order give such other directions of restoration;
• A copy of the order passed by the Tribunal shall be filed by the company with the Registrar within thirty days from the date of the order and on receipt of the order, the Registrar shall cause the name of the company to be restored in the register of companies and shall issue a fresh certificate of incorporation.

6. Which are the Companies which ROC can’t remove the name from its Register?

• Listed companies;
• companies that have been delisted due to non-compliance of listing regulations or listing agreement or any other statutory laws;
• vanishing companies;
• companies where inspection or investigation is ordered and being carried out or actions on such order are yet to be taken up or were completed but prosecutions arising out of such inspection or investigation are pending in the Court;
• companies where notices under section 234 of the Companies Act, 1956 (1 of 1956) or section 206 or section 207 of the Act have been issued by the Registrar or Inspector and reply thereto is pending or report under section 208 has not yet been submitted or follow up of instructions on report under section 208 is pending or where any prosecution arising out of such inquiry or scrutiny, if any, is pending with the Court;
• companies against which any prosecution for an offence is pending in any court;
• companies whose application for compounding is pending before the competent authority for compounding the offences committed by the company or any of its officers in default;
• companies, which have accepted public deposits which are either outstanding or the company is in default in repayment of the same;
• companies having charges which are pending for satisfaction; and
• companies registered under section 25 of the Companies Act, 1956 or section 8 of the Act.

[Vanishing Company means a listed Company which has failed to file its returns with the Registrar of Companies and Stock Exchange for a consecutive period of two years, and is not maintaining its registered office at the address notified with the Registrar of Companies or Stock Exchange and none of its directors are traceable.]

7. What all documents need to be attached accompanied with STK 2?

• Indemnity bond duly notarized by every director in Form STK 3;
• a statement of accounts in Form STK-8 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;
• An affidavit in Form STK 4 by every director of the company;
• 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;
• a statement regarding pending litigations, if any, involving the company;
• copy of latest copy of ITR Filled;
• copy of PAN of the Company;
• latest Form ADT 1 filled by the Company and its Challan;
• copy of Board resolution for Strike off.

9. What is the process if Striking of the Company by Company itself?

8. What are forms under this section or as per applicable rules?

• Form STK-1: –

The Notice by Registrar for removal of name of a Company from the Register of Companies.

• Form STK-2: –

An Application by Company on suo-motto to Registrar of Companies for removing the name of the company from register of companies.

• Form STK-3: –

An Indemnity bond which needs to be given by every director of the company either individually or collectively while filing STK-2. This is an attachment required while filing form STK-2 under section 248 (2) with ROC.

• Form STK-4: –

An Affidavit which every director needs to give separately while making a strike-off application under section 248(2).

• Form STK-5 & STK-6: –

A Public Notice issued by Registrar Of companies under sub-section (1) or sub-section (2) of 248.

• Form STK-7: –

Notice under sub-section (5) of section 248 of striking off and dissolution of company to be published in official gazette and same shall be placed on the official website of the Ministry of Corporate Affairs.

• Form STK-8: –

a statement of accounts containing assets and liabilities of the company