Close a Private Limited Company (Strike Off)
Stopped doing business? The usual way to close a private limited company is a voluntary strike-off. You apply in Form STK-2 under Section 248(2) of the Companies Act, 2013, and the Registrar removes the company’s name from the register. A clean application typically completes in about 40–90 days.
What it is
In a strike-off, the Registrar of Companies removes the company’s name from the register. Once the notice is published in the Official Gazette, the company stands dissolved. No court, no liquidator. For a company that has gone quiet, it is the simplest exit the law offers.
The law is Section 248(2) of the Companies Act, 2013, read with the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016. You file Form STK-2 on the MCA V3 portal. Your local ROC does not handle it: C-PACE, the Centre for Processing Accelerated Corporate Exit, processes every application centrally.
Who it applies to
Never started business within a year
A company that has not commenced business within one year of incorporation can apply. Think of two founders in Noida who registered a company, then dropped the plan when funding fell through.
Sat idle for two financial years
A company that has carried on no business or operations in the two immediately preceding financial years qualifies. We check the books and bank statements for both years before we say yes.
Cleared every asset and liability
No assets, no outstanding liabilities, every bank account closed, and no pending litigation or prosecution. Members approve by special resolution, or members holding at least 75% of the paid-up share capital give consent.
Why it matters
Stops the yearly filing bill
A company that does nothing still files AOC-4, MGT-7 and an income tax return every year. Closing it ends that cost, along with the ₹100 per day additional fee that builds up on late forms.
Protects every director’s DIN
Going three continuous financial years without filing financial statements or annual returns disqualifies the directors under Section 164(2) for five years. Closing on time keeps your DIN safe.
Puts the timing in your hands
Do nothing, and the ROC can strike the company off on its own under Section 248(1). Apply yourself, and the timing is yours.
Strike-off or winding up — which route fits
Strike-off is not the only exit. If the company still holds assets to sell or debts to pay, the right route is usually voluntary liquidation under Section 59 of the Insolvency and Bankruptcy Code, 2016.
| Strike-off (Section 248(2)) | Voluntary liquidation (Section 59, IBC) | |
|---|---|---|
| Best suited for | Companies with no business for two financial years, or that never started | Solvent companies that still hold assets or owe money |
| Assets and liabilities | Must be nil | Can exist, but debts must be payable in full from the sale of assets |
| Who runs it | The company files STK-2 with C-PACE | An insolvency professional appointed as liquidator |
| Key approvals | Special resolution, or consent of members holding 75% of paid-up capital | Directors’ declaration of solvency, special resolution, and approval of creditors holding two-thirds of the debt (if any) |
| How it ends | Registrar publishes the STK-7 notice; company dissolved | NCLT passes a dissolution order |
In practice, most small private companies that have stopped trading fit strike-off once their dues are cleared. Liquidation brings in an insolvency professional and a registered valuer. We suggest it only when the balance sheet calls for it.
Documents required
From every director
- Indemnity bond in Form STK-3, notarised
- Affidavit in Form STK-4
- Digital Signature Certificate for signing MCA forms (director filing STK-2)
From the company
- Statement of accounts showing assets and liabilities, not older than 30 days, certified by a chartered accountant
- Certified copy of the special resolution or the members’ consent
- Statement on pending litigation, if any
Proof that everything is closed
- Bank account closure letter
- GST cancellation order, if registered
- Latest income tax return acknowledgement
How it works
Check eligibility and settle every due
We check when the company last did business and go through its books and pending dues. Creditors get paid and the GST registration is cancelled.
Bring AOC-4 and MGT-7 up to date
Overdue financial statements (AOC-4) and annual returns (MGT-7, or MGT-7A for small companies) are filed up to the end of the financial year in which business stopped. Say a Faridabad trading company stopped operations in mid-2023 and has filed nothing since. It files up to FY 2023-24, which our annual ROC compliance filing service handles.
Close the bank account, then certify the accounts
Here is the catch: a CA can certify nil assets only after the bank account is closed, and the statement must be dated within 30 days of filing. We time the two together. Up-to-date books of account kept by our bookkeeping team make this quicker.
Pass the special resolution
The board calls a general meeting for a special resolution. Or members holding at least 75% of the paid-up share capital give written consent.
File STK-2 on the MCA V3 portal
We attach STK-3, STK-4, the certified statement and the supporting papers, pay the ₹10,000 fee and file. C-PACE examines it and may ask for clarifications.
Track the STK-6 notice through to STK-7
A public notice in Form STK-6 invites objections for 30 days. If none come in, the Registrar strikes off the name and publishes Form STK-7 in the Official Gazette. The company is dissolved.
Timelines
Look back two financial years
No business in the two immediately preceding financial years, or no business started within one year of incorporation.
Watch two 30-day clocks
The statement of accounts must not be older than 30 days when STK-2 is filed. After the STK-6 notice, objections can come in for 30 days.
Expect about 40–90 days
A clean application typically completes in about 40–90 days, from filing to the STK-7 notice. Clarification requests from C-PACE add time.
What happens if you leave the company idle
ROC starts its own strike-off
Under Section 248(1), the ROC can begin removal itself, with a public notice in Form STK-5. Once that starts, every pending financial statement and annual return must be filed before you can submit STK-2.
Directors lose eligibility for five years
Under Section 164(2), directors of a company that has not filed financial statements or annual returns for three continuous financial years cannot be re-appointed there or appointed in any other company for five years. A director planning to join a family company’s board in Ballabgarh would be blocked too.
Late fees keep running
Each overdue AOC-4 and MGT-7 attracts ₹100 per day of additional fee. CCFS-2026, the relief scheme that cut these fees, recently ended on 15 September 2026. Full additional fees apply again.
Frequently asked questions
How long does it take to close a private limited company by strike-off?
A clean application typically takes about 40 to 90 days from filing STK-2. That covers scrutiny by C-PACE, the 30-day objection window after the STK-6 public notice, and the STK-7 notice in the Official Gazette. Delays usually come from pending annual filings or a request to resubmit. File with every paper in order, and you give yourself the best chance at the shorter end.
What is the government fee for Form STK-2?
The government fee for Form STK-2 for a private company is ₹10,000. During CCFS-2026, companies could file STK-2 at 25% of this fee. That scheme recently ended on 15 September 2026, so the full fee is back. Any overdue AOC-4 or MGT-7 also carries its normal filing fee plus ₹100 per day of additional fee. We confirm the exact government figure before you pay, so there are no surprises.
Do we have to file pending annual returns before applying?
Yes, up to a point. Rule 4 of the strike-off rules requires overdue financial statements (AOC-4) and annual returns (MGT-7 or MGT-7A) up to the end of the financial year in which business stopped. If the ROC has already started action under Section 248(1), every pending filing must go in first. We clear these before preparing STK-2, so the application does not get stuck at the first check.
Can a company with money in its bank account apply for strike-off?
No. The company must have no assets and no outstanding liabilities, and every bank account must be closed before filing. The CA-certified statement of accounts attached to STK-2 must show nil assets and nil liabilities and be no older than 30 days. If money remains, we help you settle creditors and deal with the balance first. After that, you are ready to apply.
Who has to sign Forms STK-3 and STK-4?
Every director signs both. STK-3 is a notarised indemnity bond in which each director accepts responsibility for any liability that comes up later. STK-4 is an affidavit from each director confirming the company’s position. The director filing STK-2 also signs it with a valid Digital Signature Certificate. We draft all of these, so your directors only need to review, sign and get them notarised.
Can anyone object to the strike-off?
Yes. Once the application is accepted, a public notice in Form STK-6 goes up on the MCA website, in the Official Gazette and in newspapers. Creditors, regulators or anyone affected get 30 days to object. A valid objection can hold the application until it is resolved. The simplest protection is to clear every due before filing, which is why we check the books first.
Can a struck-off company be revived?
Yes, through the NCLT under Section 252. A person aggrieved by the Registrar’s dissolution order can appeal within three years of that order. The company, a member, a creditor or a workman can also apply within 20 years of the Gazette notice if the company was in business or restoration is just. Revival is a tribunal process, so we make sure the strike-off decision is right the first time.
Does strike-off end the directors’ liability?
No. Section 248(7) says the liability of every director, manager or officer who exercised management powers, and of every member, continues and can be enforced as if the company had not been dissolved. That is why the STK-3 indemnity bond matters, and why we settle tax, GST and creditor dues before filing. A properly closed company leaves nothing behind for anyone to chase later.
When can a company not apply for strike-off?
Section 249 bars an application if, at any time in the previous three months, the company changed its name or moved its registered office to another state, disposed of property for value, or did anything other than what is needed for the strike-off. A pending compromise or arrangement application before the NCLT also blocks it. We check these points at the start, so the application is not rejected later.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
The government fee for Form STK-2 is ₹10,000 for a private company. Each overdue AOC-4 or MGT-7 carries its normal filing fee plus ₹100 per day of additional fee. The recently ended CCFS-2026 scheme, which cut the STK-2 fee to 25% and additional fees to 10%, closed on 15 September 2026.
Ready to begin?
Tell us when your company last did business and what is still open. We will map the cleanest route to the STK-7 notice.