Strike-off (STK-2) Filing

Strike-off is the simplest way to close a defunct company — the company applies to the ROC in Form STK-2 to remove its name from the register under section 248 of the Companies Act. It suits companies with no operations and no significant assets or liabilities, avoiding the cost of formal winding up.

Who needs this: A company that has not commenced business within a year of incorporation, or has been inactive for two consecutive financial years, with no pending liabilities, litigation or unfiled returns.

Government portal: MCA (mca.gov.in) — Form STK-2.

Indicative fees: ₹10,000 MCA fee for STK-2 + ₹8,000–₹20,000 professional fees.

Timeline: 3–6 months (including the ROC's public notice period).

Documents required

Board and special resolution approving strike-off
Statement of accounts (nil assets/liabilities) not older than 30 days, certified by a CA
Indemnity bond (STK-3) and affidavit (STK-4) from directors
PAN of the company
Consent of at least 75% of members by paid-up capital
Proof of closure of bank account

Step-by-step process

Clear all outstanding liabilities and close the company's bank accounts
File any pending annual returns (AOC-4, MGT-7) to make the company compliant
Hold a board meeting and pass a special resolution for strike-off
Prepare the statement of accounts (nil) certified by a CA, indemnity bond and affidavits
File Form STK-2 with the ROC along with the resolution and documents
ROC publishes a public notice (STK-6) inviting objections for 30 days
If no objection, ROC strikes off the name and issues notice STK-7
Retain records; directors remain liable for the period the company operated

Penalty for non-compliance

Continuing to keep a defunct company with unfiled returns attracts ₹100/day per form plus possible director disqualification under section 164.

Striking off is for a company that has genuinely stopped

An application under STK-2 asks the Registrar to remove the company's name from the register. It is available where the company has not commenced business within a year of incorporation, or has not been carrying on business or operations for two immediately preceding financial years and has not applied for dormant status. It is a closure route for a company that has stopped, not a way to escape obligations that have already crystallised.

Liabilities must be settled first, and directors remain exposed

The application requires the company to have extinguished its liabilities, with affidavits and an indemnity from the directors. Striking off does not erase liability: the liability of every director, manager and officer continues and may be enforced as if the company had not been dissolved. Creditors and other affected persons can object, and a company can be restored to the register on application within the prescribed period.

Certain companies cannot use this route

Companies with pending prosecutions, ongoing compounding or inspection proceedings, listed companies, and companies in certain regulated categories are excluded. A company with unresolved charges on the register, outstanding statutory dues or pending litigation will not get through. Where the company has assets and liabilities of substance, the correct route is winding up or the insolvency process rather than strike-off.

Filings must be brought up to date before you apply

This is the step that surprises people who assumed closure meant they could stop filing. Overdue annual returns and financial statements generally have to be filed — with the accumulated ₹100 per day per form additional fee — before the strike-off application will be accepted. Letting filings lapse in anticipation of closing therefore makes closing more expensive rather than less.

Compare the alternatives honestly

Dormant status under section 455 keeps the company alive with reduced compliance and can be reversed when you want to trade again — worth considering if the business may restart. Voluntary winding up suits a company with assets to distribute. Strike-off is the cheapest and simplest, and it is final in the ordinary course. Whichever you choose, decide it deliberately rather than by ceasing to file, which produces the worst outcome of all: accumulating default plus director disqualification.

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Frequently asked questions

When can a company apply for strike-off?

When it has not started business within a year of incorporation, or has had no operations for the last two financial years, and has cleared all liabilities.

Strike-off vs winding up — what's the difference?

Strike-off is a fast, low-cost removal for clean, defunct companies. Winding up is a formal, court/liquidator-driven process for companies with assets, liabilities or disputes to settle.

Do I need to file pending returns before strike-off?

Yes. Overdue AOC-4/MGT-7 filings should be regularised (or filed via CCFS/condonation) before or along with STK-2, otherwise the ROC may reject the application.

Are directors liable after strike-off?

Yes. Directors sign an indemnity bond and remain personally liable for the company's liabilities that existed before strike-off, even after the name is removed.

Can a struck-off company be restored?

Yes, within 20 years, by appeal to the NCLT — usually where the company was actually operating or a creditor/member objects.