To close a private limited company that has stopped trading and owes nothing, you apply to strike off its name in Form STK-2, which goes to the Registrar, C-PACE with a government fee of ₹10,000. A solvent company that still holds assets or owes money usually goes through voluntary liquidation under section 59 of the Insolvency and Bankruptcy Code instead. In December 2024 the Ministry of Corporate Affairs said C-PACE was processing strike off applications in 70 to 90 days on average.
Which companies can apply for strike off, and which cannot
A company can apply under section 248(2) of the Companies Act 2013 once it has extinguished all its liabilities and one of the section 248(1) grounds applies. The two grounds most owners rely on are not starting business within one year of incorporation, and doing no business for the two immediately preceding financial years without applying for dormant status.
The other two are unpaid subscription money with no section 10A declaration filed within 180 days of incorporation, and inactivity found on a physical verification under section 12(9).
Rule 3 of the Companies (Removal of Names of Companies from the Register of Companies) Rules 2016 and section 248(3) exclude:
- listed companies, and companies delisted for non-compliance
- companies under inspection or investigation or with an unanswered section 206 or 207 notice, or facing a pending prosecution or compounding application
- companies with public deposits outstanding or in default
- companies with charges pending satisfaction
- Section 8 companies
Section 249 adds two more bars: a scheme of compromise or arrangement pending before the NCLT, and a company already being wound up under the Companies Act or the IBC.
Documents needed to strike off a company
STK-2 is supported by an indemnity bond in STK-3, an affidavit in STK-4 from every director, a statement of accounts in STK-8 certified by a chartered accountant, and proof of member approval. A practising CA, company secretary or cost accountant must certify the form, and a director authorised by the board signs it.
| Document | Who gives it | What the rules require |
|---|---|---|
| STK-3 indemnity bond | Directors, individually or together | Notarised, on stamp paper of appropriate value |
| STK-4 affidavit | Every director, individually | Confirms the company has no assets or liabilities |
| STK-8 statement of accounts | Chartered accountant | Made up to a day not more than 30 days before the application |
| Special resolution, or consent of members holding 75% of the paid-up capital | Members | A special resolution is filed in MGT-14 within 30 days (section 117) |
| No-objection certificate | Regulator | NBFCs, housing finance companies, insurers, SEBI intermediaries and other regulated companies |
| Statement of pending litigation | Company | Only if litigation involves the company |
If a director is a foreign national or an NRI, the indemnity bond and declaration must be notarised, apostilled or consularised (rule 8).
How to close a private limited company by strike off, step by step
The process has two halves: what you do before filing, and what C-PACE does after it. The STK-2 declaration states that the company has no outstanding loans and no tax or duty, including GST, payable to any government or local authority, so the clean-up comes first.
- Stop business, collect what is owed to the company, pay every creditor and close the bank account.
- Clear any charge still open on the MCA register, and cancel registrations such as GST.
- File overdue AOC-4 and MGT-7 or MGT-7A up to the end of the financial year in which business stopped. If the ROC has already started action, file every pending return.
- Hold a board meeting to approve the application and authorise a director, then pass the special resolution and file MGT-14.
- Get the STK-8 statement from a CA and have the directors sign STK-3 and STK-4.
- File STK-2 with the Registrar, C-PACE and pay ₹10,000.
- Fix any defects C-PACE points out within 15 days. One further 15-day chance follows, after which the form is treated as invalid (rule 4(4)).
- The STK-6 public notice goes on the MCA website and into the Official Gazette and an English and a vernacular newspaper in your state. Anyone can object within 30 days, and the income-tax and other authorities are asked for objections too.
- The striking off notice in STK-7 is published in the Official Gazette, and the company stands dissolved.
How long does it take to close a company in India?
No law fixes a time limit for C-PACE, but MCA reported in December 2024 that average processing had come down to 70 to 90 days. That clock starts only when STK-2 is filed, so overdue returns, unpaid dues or an unsatisfied charge are what usually stretch the timeline.
Voluntary liquidation runs on a different clock: the liquidator aims to file the final report within 90 days, or 270 days where creditors had to approve, and since 26 May 2026 section 59 requires the process to finish within a specified period of not more than one year.
Company closure cost: the fees you will pay
The government fee for STK-2 is ₹10,000. MGT-14 for the special resolution carries a normal filing fee of ₹200 to ₹600 depending on nominal share capital, and the STK-3 bond and STK-4 affidavits pay stamp duty under the law of the state where they are signed.
Example. Tidewell Software Private Limited (a made-up company) has authorised capital of ₹10 lakh and every return filed. Its MCA fees are ₹10,000 for STK-2 and ₹400 for MGT-14, a total of ₹10,400, before stamp duty and professional fees.
The cost that changes the picture is anything overdue. AOC-4 and the annual return (MGT-7 or MGT-7A) each carry an additional fee of ₹100 a day with no cap, so check your figure with the MCA late fee calculator before you budget. A director whose DIN was deactivated for a missed KYC pays ₹5,000 to reactivate it through DIR-3 KYC.
What happens after a company is struck off
On publication of the STK-7 notice the company is dissolved, and its certificate of incorporation is treated as cancelled from that date (section 250). Strike off does not wipe out liability: the company's assets stay available to meet its liabilities, and every director, officer and member remains liable as if the company had not been dissolved (section 248(6) and (7)).
- If the application was made to evade liabilities or deceive creditors, the people in charge become jointly and severally liable for the loss and can be punished for fraud under section 447 (section 251).
- Anyone aggrieved by the order can appeal to the NCLT within three years. The company, a member, a creditor or a workman can apply to the NCLT for restoration within 20 years of the STK-7 notice (section 252).
The Corporate Laws (Amendment) Bill 2026 proposes moving appeals under section 252(1) to the Regional Director. It is a proposal only until Parliament passes it and the government notifies it.
Strike off or voluntary liquidation: which route fits?
Strike off suits a company with no assets or liabilities left. Voluntary liquidation suits a solvent company that still owns property, investments or debts, because a liquidator realises the assets and pays creditors before the NCLT dissolves it.
| Strike off (STK-2) | Voluntary liquidation (IBC section 59) | |
|---|---|---|
| Fits | No business, no assets or liabilities | Solvent, with assets or debts to settle |
| Government fee | ₹10,000 | No single fee; liquidator, valuer and audit costs |
| Who runs it | Directors, with C-PACE deciding | An insolvency professional as liquidator |
| Ends with | STK-7 notice in the Official Gazette | NCLT dissolution order |
If a company simply goes quiet, the ROC can start striking it off on its own with an STK-1 notice, giving 30 days to reply. Answer a few questions in the close your company finder to see which route your company qualifies for today.
Common reasons STK-2 is rejected or delayed
Most STK-2 problems come from timing and paperwork. Check these before filing.
- The STK-8 statement is more than 30 days old on the filing date.
- A charge is still shown as unsatisfied on the MCA register.
- In the previous three months the company changed its name, moved its registered office to another state, sold for gain property it held for trading, or did anything beyond closing its affairs and meeting legal duties. Section 249 then requires withdrawal or rejection, with a fine of up to ₹1 lakh.
- The ROC has already issued its notice for publication under section 248(5), after which STK-2 cannot be filed.
- A regulated company files without its regulator's no-objection certificate.
- Defects are not fixed within the two 15-day resubmission windows.
How Ofin closes your company
Ofin's CAs, company secretaries and legal professionals check eligibility, draft the resolutions, STK-3, STK-4 and the STK-8 statement, file MGT-14 and STK-2, and follow the application at C-PACE to the STK-7 notice. Fees start at ₹15,847.
Packages can add GST registration cancellation with the final return, a DSC and DIR-3 KYC for a director. Everything is online and we reply within 24 hours. Closing an LLP instead is covered by LLP winding up. Get a fixed-price proposal.
