Removal of Name from Registrar of Companies under Section 248 (2) of the Companies Act, 2013
The Companies which does not want to carry out any business operations and is just bearing the burden of annual compliances, can proceed with closure of Company through the provisions of Section 248 (2) and 249 of the Companies Act, 2013.
The Registrar of Companies after examining the application, can remove the name of Company if it is meeting the requirement of provisions of Section 248.
GROUNDS OF MAKING THE APPLICATION:
I. Company has failed to commence its business within one year of its incorporation;
II. 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
III. The subscribers to the memorandum have not paid the subscription which they had undertaken to pay at the time of incorporation of a company and has not filed Form INC 20A within 180 days of its incorporation.
NON- APPLICABILITY OF PROVISIONS TO FOLLOWING COMPANIES:
PROHIBITION TO MAKE APPLICATION IF THE COMPANY HAS DONE FOLLOWING ACTIVITIES DURING THE PREVIOUS 3 MONTHS OF FILLING OF APPLICATION:
The steps involved in the closure of Companies are:
Step 1: Conduct Board Meeting to obtain Boards’ approval to remove Company’s name from the Register of Companies and close the bank account of the Company
Step 2: Extinguish all the liabilities from the book of accounts
Step 3: Close the bank account of the Company
Step 4: Convene General Meeting to obtain Shareholders’ approval through special resolution or obtain consent in writing from 75% of members in terms of paid up capital
Step 5: Approval from Regulatory Authority constituted or established, if registered under any special Statue
Step 6: Filling of application with Registrar of Companies through Form STK-2 with fees of Rs. 10,000/-
Step 7: The Registrar of Companies shall publish notice to seek objections if any, within 30 days of the publication
Step 8: The Registrar of Companies shall intimate the regulatory authorities and seek objections within period of 30 days from filling of application.
Step 9: Closure of the Company
Attachments of Form STK-2
The application in Form STK 2 shall be accompanied by –
I. No objection certificate from appropriate Regulatory Authority, where ever applicable
II. Indemnity bond duly notarised by every director in Form STK 3;
III. A statement of accounts in Form No. 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;
IV. An affidavit in Form STK 4 by every director of the company;
V. 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;
VI. Statement regarding pending litigations, if any, involving the company.
VII. Filed latest Income Tax Return
VIII. Bank account closure certificate.
Disclaimer: The contents of this article are for information purposes only and do not constitute an advice or a legal opinion and are personal views of the author. Readers are requested to check and refer relevant provisions of statute, circulars etc. before acting on the basis of the above write up.