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.

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.