Strike Off & Winding Up

₹10,000 for filing Form STK-2.

No. Assets must be disposed of and liabilities extinguished before filing. Companies with assets to distribute usually opt for voluntary liquidation.

Yes. All overdue financial statements and annual returns up to the end of the financial year in which the company ceased operations must be filed.

The Centre for Processing Accelerated Corporate Exit is an MCA office set up to process strike-off applications of companies and LLPs centrally.

Yes. Under Section 248(1), the Registrar can strike off companies that have not commenced business or have not carried on business, after issuing notice.

Yes. A company or a member can apply to the NCLT under Section 252 within three years of dissolution. Creditors and certain others can apply within twenty years.

The liability of every director, officer and member continues, and can be enforced as if the company had not been dissolved.

By filing Form 24 once it has not carried on business for a year or more and has no liabilities, or by winding up under the LLP winding-up rules.

It is a process for solvent companies. A majority of directors declare solvency, members pass a special resolution, an insolvency professional acts as liquidator and distributes the assets, and the NCLT passes the dissolution order.

The GST registration should be cancelled, and returns filed, before the strike-off application.

Yes. A company can apply for dormant status under Section 455 in Form MSC-1 if it wants to preserve the entity for a future project.

Its master data remains, with the status shown as “Strike Off”.

Strike off removes a company from the Registrar’s records on application or on the Registrar’s own action, whereas winding up is a formal process involving a liquidator, asset realisation and creditor payment.

Companies file STK-2 for removal of the company’s name from the register under Section 248, supported by statements of assets and liabilities and indemnity bonds.

The company must have no operations for the preceding financial year or two, no pending liabilities, no major disputes and all taxes and statutory dues must be cleared. The criteria are specified in the Act and the rules.

A company may apply for dormant status under Section 455 if it has no significant accounting transaction. It keeps its identity but with a reduced compliance load.

On receiving the Registrar’s notice, the company and the directors are removed from the register, and any pending closure items such as bank account closure and PAN/GST cancellation should be completed.

The company’s bank account must be closed and the balance remitted before application. Any operating account remaining at strike off may lead to rejection.

The application includes financial statements for the previous period and a certificate or statement from a chartered accountant as prescribed, along with director affidavits.

Yes, solvent companies can be wound up voluntarily under the Insolvency and Bankruptcy Code through a resolution and a declaration of solvency, with the process overseen by a liquidator.