Strike off of the Companies
Strike off simply means close, Strike off a company simply means removal of name of the company from Register of Company. By the process of Strike off, business operation of a company comes to an end. Under Companies Act, 2013, there are provisions for strike off of a company.
Provisions regarding strike off a company are prescribed under section 248 to 252 of Companies Act, 2013 (this Act) & Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 as amended time to time.
On April 17, 2023 MCA has amended the rules, inserted a new concept/authority Registrar, Centre for Processing Accelerated Corporate Exit (C-PACE) having territorial jurisdiction all over India, for processing application of striking off a company.
(C-PACE) shall be the RoC for the purpose of exercising functional jurisdiction related to processing & disposal of application made in E-form STK-2 and all related matters thereto under section 248. Further, C-PACE is the only authority for striking off of companies.
If the RoC has reason to believe that–
Further, If RoC does not receive any objection; ROC will release a notification in the Official Gazette in E-form STK-7 about the Company’s strike-off and Dissolution.
A company may make an application to Registrar, Centre for Processing Accelerated Corporate Exit (C-PACE), after extinguishing all its liabilities, by a special resolution or consent of 75% members in terms of paid-up share capital, for removing the name of the
company from the register of companies on all or any of the grounds specified above.
i. Convene a board meeting where board of directors will approve following items:
ii. After passing board resolution company will extinguish all its liabilities, if any liabilities exist.iii. Convene extra ordinary general meeting for passing of special resolution.
iii. Convene extra ordinary general meeting for passing of special resolution.
iv. If any other authority regulates such company then approval of such authority is required.
v. Application to ROC: File an E-form MGT-14 within 30 days of passing of the resolution with normal fees. Further, make an application in E- form STK-2 with (CPACE).
The prescribed challan for filing of this form is Rs 10000.
Attachments required for STK-2 are as follows:-
New Provision added recently
vi. The company shall not file an application unless
(up to the end of the financial year in which the company ceased to carry its business operations).
vii. In case a company intends to file the application after the proceeding has been initiated by the Registrar, it shall file all pending financial statements under section 137 and all pending annual returns under section 92, before filing the application.
viii. Once the Registrar suo moto issued notice of strike off for publication pursuant to the action initiated by ROC and company fails to give representation, a company shall not be allowed to file the application for strike off.
ix. ROC shall publish notice of strike inviting objections from the public on MCA website, in the Official Gazette & in 2 newspapers in Form STK-5A, for the proposed strike off. The objections if any shall be sent to the respective ROC within 30 days of publication of notice.
x. ROC will release a notification in the Official Gazette & on MCA website in Form STK-7 about the Company’s strike-off and Dissolution.
|Following Companies are Not Eligible for Strike Off , A Company who
|Change its name or shifted its registered office anytime during previous 3 months.
|Has made a disposal for value of property or rights held by it, immediately before closing 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;
|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;
|Application was pending before the Tribunal for the sanctioning of a Compromise or Arrangement
|Is being wound up, whether voluntarily or by the Tribunal or under the IBC, 2016.