Company Wind up

A private company can make an application to the registrar of companies for removing its name from the register of companies maintained by the Registrar of Companies, on all or any of the below mentioned grounds:

1. has not commenced its business within one year of its incorporation;
2. is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within that period for obtaining the status of a dormant company;
3. the subscribers to memorandum of association of the company has not paid the share subscription amount and the company has not filed the form related to commencement of business within 180 days from the date of incorporation.

However, the following private companies cannot make application for removal of its name:

1. Companies registered under section 25 of the Companies Act, 1956 or section 8 of the Act,
2. companies having charges which are pending for satisfaction;
3. Companies against which any prosecution for an offence is pending in any court;
4. companies where inspection or investigation is ordered and being carried out or actions on such order are yet to be taken up or were completed but prosecutions arising out of such inspection or investigation are pending in the Court;
5. companies where notices under section 234 of the Companies Act, 1956 (1 of 1956) or section 206 or section 207 of the Act have been issued by the Registrar or Inspector and reply thereto is pending or report under section 208 has not yet been submitted or follow up of instructions on report under section 208 is pending or where any prosecution arising out of such inquiry or scrutiny, if any, is pending with the Court;

Prerequisite before making application:

1. The company shall complete all the pending overdue filings before making application for strike off.
2. The company shall pay off all the pending statutory dues and liabilities.
3. All the borrowings secured and unsecured shall be paid off by the company. In case any charge(s) is open against the company, then the same is required to be satisfied by the company.
4. The company shall appoint chartered accountant for preparing the nil statement of assets and liabilities.
5. Close all Bank account opened in the name of the company and obtained bank account closure certificate(s) from banks.

Steps wise procedure for removal of name of company:

Board Meeting: A board meeting shall be called for discussing and passing the matters related to removal of company name from the register of company. The following matters shall be discussed and passed at the meeting:

a) Approval of application for removal of name of the company and authorising one of the director of the company for making an application for removal of name of the company

b) Appointment of a practicing chartered accountant for providing statement of accounts of the company i.e. Nil Statement of Accounts

c) Closure of bank accounts of the company

d) Calling of shareholders meeting or obtaining the written consent from the shareholders for striking off the name of the company

Shareholders Meeting/Shareholders Consent: Notice shall be issued by the board of directors of the company for calling the shareholders meeting for strike off the company. The Board of directors can also approach the shareholders for their written consent, in case it is not feasible to call a meeting.

In case of written consent, consent of at least 75 per cent of the members of the company in terms of paid up share capital as on the date of application shall be obtained.

Statement of Account: A NIL statement of account shall be obtained from the practicing chartered accountant and within 30 days from the date of this statement, the board of director shall file the application for strike off the name of the company.

Affidavits and Indemnity Bond: The board of directors shall execute affidavits and indemnity bonds on appropriate value of stamp papers duly notarized.

Application for strike off/removal of name: An application in form STK-2 shall be made within 30 days from the date of statement of accounts, with the below mentioned attachment to the Registrar of Companies:

a) Statement of accounts (Nil assets and Liabilities),

b) Affidavits and Indemnity Bond from directors of the company along with the ID and Residence Proofs,

c) Bank account closure certificates,

d) Shareholders resolution/consent letters of shareholders,

e) Board resolution for authorizing a director to sign the application,

f) Nil Creditor Declaration or in case the company has creditors on objection certificates obtained from the creditors,

g) Latest copy of Income Tax Return of the company etc.