Summary: Voluntary strike-off offers a simplified path for companies to cease operations without undergoing a full liquidation process under Sections 248 and 249 of the Companies Act, 2013. However, there are eligibility restrictions: within three months prior to applying, the company must not have changed its name or registered office, disposed of assets outside the usual course of business, engaged in activities beyond winding-down, applied for unresolved compromises with NCLT, or been previously wound up under Chapter XX or IBC. The process involves a board resolution, settling all liabilities, a special resolution from shareholders, and filing Form MGT-14. Regulated companies need to secure necessary approvals. Subsequently, Form STK-2 is filed with attachments including indemnity bonds (STK-3), affidavits (STK-4), a certified statement of assets and liabilities (STK-8), and the special resolution. The Registrar of Companies (ROC) then issues a public notice (STK-6) for a 30-day objection period. If no valid objections arise, the ROC publishes a strike-off order (STK-7) in the Gazette, dissolving the company. The timeline is typically 3-6 months from STK-2 filing, with a government fee of ₹10,000. Post-strike-off, the company ceases to exist, though directors remain liable for undisclosed obligations. Restoration is possible via NCLT appeal within 3 years for ROC-initiated strike-offs or 20 years for voluntary ones.
Voluntary Strike‑Off: A Simple Exit Route
When a company is no longer carrying on its business, it can choose a streamlined route to wind up—voluntary strike‑off—without going through full-blown liquidation or winding-up procedures u/s 248 and 249 of Companies Act, 2013.
1. Eligibility Restrictions (within last 3 months)
An application under Section 248(2) cannot be made if, in the prior 3 months, the company has:
1.Changed its name, or
2. Shifted its registered office from one state to another, or
3. Disposed of assets or rights for value in the usual course of business (if not incidental to winding-down), or
4. Done anything other than what’s strictly necessary to close the company or comply with legal requirements, or
5. Applied to NCLT for a compromise or scheme not yet concluded, or
6. Been wound up under Chapter XX of the Act—or under IBC
2. Step‑by‑Step Process
1.Board Meeting
Call a meeting (with 7-day notice), pass a resolution to strike off, and authorize a director to make the filing.
2. Extinguish Liabilities
Pay off or settle all liabilities. Alternatively, demonstrate in the STA‑of‑Affairs that no liabilities remain.
3. General Meeting (EGM/AGM)
Convene a meeting and pass a special resolution (75% shareholder approval) to apply for strike-off.
4. File MGT‑14
File the special resolution within 30 days.
5. Regulatory Approvals (if applicable)
Obtain NOCs from RBI, SEBI, CBDT, etc., if regulated.
6. STK‑2 Filing
Lodge ROC application in Form STK‑2 (fees ₹10,000) with attachments:
-
- STK‑3 indemnity bond by each director on stamp papers of Rs 100 with notary
- STK‑4 affidavit by each director on stamp papers of Rs 100 with notary
- STA of assets & liabilities (not older than 30 days), certified by CA (Form STK‑8) (known as NIL Balancesheet)
- Certified copy of special resolution
- Statement of pending litigation
- Relevant NOCs (if any)
- Closure of Bank Account
7. Public Notice & Objection Period
ROC issues STK‑6 notice via MCA website, Gazette, English & vernacular newspapers; waits 30 days for objections.
8. Strike‑Off Order
If no valid objections, ROC publishes Form STK‑7 in Gazette and dissolves the company.
3. Timeline & Costs
It typically takes 3–6 months from STK‑2 filing to ROC strike-off
Fees: ₹10,000 (government fee)
4. Post Strike‑Off: What Comes Next?
Once published in the Gazette, the company legally ceases to exist.
5.Directors remain liable for undisclosed obligations or past negligence.
The company can be restored by appealing to the NCLT: within 3 years (for ROC‑initiated strike-off) or 20 years (for voluntary strike‑off)
Author Bio
Does the criteria of “two years of no business” apply here ? I have a company which had income in the current FY, do I need to keep the company transaction-free for next two years ?