Summary: Under Section 248 of the Companies Act, 2013, companies may apply for strike-off if they meet certain conditions, such as failing to commence business within one year, not operating for two consecutive years, or failing to pay subscription money within 180 days of incorporation. However, certain companies are ineligible for strike-off, including listed companies, Section-8 companies, those with pending charges, prosecutions, or investigations, and companies that have accepted public deposits. Additionally, a company cannot apply for strike-off if it has made changes like altering its name, shifting its registered office, or engaged in any business activity in the last three months. The application process requires documents such as a statement of accounts, auditor’s letter, bank account closure letter, PAN and Aadhar card copies of directors, and various forms (STK-3, STK-4, STK-8). The company must also pass a board resolution and provide an EGM notice with an explanatory statement.
Strike Off of Company (Section-248 of The Companies Act, 2013 Read with Rule 3 of The Companies (Removal of Names of Companies from the ROC) Rules, 2016
♦ In the following scenario company can make an application for striking off of a company
1. Company has failed to commence business within 1 year of its incorporation
2. Company is not carrying on any business for a period of 2 immediately preceding F.Y. and has not made any application for obtaining status of dormant company
3. Subscribers to the memorandum has not paid subscription money within 180 days of incorporation
4. The company is not carrying on any business operation revealed after the physical verification carried out by ROC.
♦ Following companies cannot make an application for strike off:
1. Listed companies
2. Secion-8 companies
3. Company having pending charge
4. Companies having pending compounding
5. Companies having prosecution pending in court
6. Vanishing companies
7. Companies delisted due to non-compliance
8. Companies where inspection or investigation is ordered and pending or prosecution arising out of such I/I/I/ is pending
9. Companies having accepted deposit from the public or defaulted in repayment in the same
10. Companies against which notice under section 206 is pending or Inspector report has been given from such inspection and pending before the court
♦ The company shall not make an application for strike off if it has done any of the following action during previous 3 months:
1. Has changed its name
2. Has shifted its registered office from 1 state to other
3. Has engaged in any activity except which is necessary for making an application for strike-off
4. has made an application to the Tribunal for merger and the matter has not been finally concluded
5. Is being wound up under companies act, 2013 or IBC, 2016
6. 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; or
♦ Documents required for strike-off:
1. Statement of accounts on letterhead of auditor and it should not be older than 30 days of filing application and affidavit and indemnity bond on blank paper
2. Bank account closure letter of the company from Bank
3. Acknowledgement of Income tax return
4. Copy of PAN card of Company/LLP
5. Copy of Pan card and Aadhar card of all director
6. Form STK-3 = Indemnity Bond
7. Form STK-4 = Affidavit
8. Form STK-8 = Statement of Account
9. Board resolution for strike off
10. EGM notice with explanatory statement and EGM Resolution
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