Close a Public Limited Company
An unlisted public company that has stopped doing business can ask the Registrar to strike its name off under Section 248(2) of the Companies Act, 2013. The application is Form STK-2, filed with C-PACE with a ₹10,000 fee. We get the company ready and file it.
What it is
To close a public limited company is to remove its name from the register of companies. For a company with nothing left to sell or pay, the usual route is a voluntary strike-off under Section 248(2). Once the Registrar publishes the notice in the Official Gazette, the company is dissolved.
The steps mirror how you would close a private limited company. What changes is scale. Members pass a special resolution at a general meeting, filed in Form MGT-14 within 30 days under Section 117. Every director signs an indemnity bond and an affidavit, and a public company has at least three.
Still holding assets or owing money? Then strike-off is the wrong door. A solvent company uses voluntary liquidation under Section 59 of the Insolvency and Bankruptcy Code, 2016.
Who it applies to
You never started business
An unlisted public company that did not commence business within one year of incorporation. Say, one formed in 2022 for a project that never got funded.
You stopped two years ago
A company that has carried on no business or operation for the two immediately preceding financial years.
A regulator watches you
If the company is regulated by a sector regulator, such as an NBFC or insurance company, Rule 4(2) needs a no objection certificate from that regulator with the application.
Who cannot use strike-off
The proviso to Rule 3(1) of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 shuts these companies out:
| Company | What to do instead |
|---|---|
| Listed, or delisted for non-compliance | Delisting, then liquidation |
| Vanishing companies | Not eligible |
| Inspection or investigation ordered, or prosecution pending | Wait for the matter to close |
| Compounding application pending | Let the compounding order come through first |
| Public deposits outstanding or in default | Repay the deposits first |
| Charges pending satisfaction | File charge satisfaction with the ROC |
| Section 8 companies | Winding up or amalgamation |
Section 249 adds a timing bar. A company cannot apply if, in the previous three months, it changed its name, shifted its registered office to another State, disposed of property for value or did any other business.
Here is the catch we see most often: an old charge. A Faridabad manufacturer repaid its bank loan years ago, but nobody filed the satisfaction. The MCA record still shows the charge open, so strike-off is blocked until charge satisfaction is filed.
Why it matters
Directors keep their DINs clean
Miss financial statements or annual returns for three continuous years and every director is disqualified for five years under Section 164(2). A planned closure avoids that.
The yearly bills stop
A dormant public company still owes an audit and its full annual compliance, AOC-4 and MGT-7 included. Late filing costs ₹100 a day per form.
Fewer audits for the group
Unused group companies add audits and filings every year. Closing them simplifies the group.
Documents required
From every director
- Indemnity bond in Form STK-3, notarised
- Affidavit in Form STK-4
- Valid DSC and active DIN
Accounts and filings
- Statement of accounts in Form STK-8, not more than 30 days old, certified by a CA
- AOC-4 and MGT-7 filed up to the end of the year business stopped
- Bank account closure letter
Approvals
- Special resolution, or consent of members holding 75% of paid-up share capital
- MGT-14 filing of the special resolution
- Regulator’s NOC, where applicable
- Statement of pending litigation, if any
How it works
Confirm the company qualifies
We check Rule 3, Section 249, open charges, deposits and pending notices.
Bring filings up to date
Accounts and annual returns are filed up to the end of the year business stopped.
Clear liabilities and close accounts
Creditors are paid, GST is cancelled and the bank account closed, so the accounts show nil assets and liabilities.
Pass the special resolution
The board calls a general meeting with at least 21 clear days’ notice under Section 101. Members pass the special resolution, and we file MGT-14.
File STK-2 with C-PACE
We file STK-2 on the MCA V3 portal with the ₹10,000 fee. C-PACE handles it, wherever the company is registered.
Follow it to the Gazette
The Registrar publishes public notice in Form STK-6 and invites objections within 30 days. If none stand, the strike-off notice in Form STK-7 is published in the Official Gazette.
Timelines
MGT-14 within 30 days
The special resolution approving the strike-off is filed with the ROC within 30 days of passing it (Section 117).
Objections within 30 days
Objections are invited for 30 days after the STK-6 notice. Any defect in the form must be fixed within 15 days.
The ROC sets the pace after filing
After STK-2 comes the STK-6 notice, a 30-day objection window and then the STK-7 Gazette notice. Add time for the general meeting and any overdue filings.
What happens if you leave it open
ROC strike-off and disqualification
The ROC can strike the company off on its own under Section 248(1). Directors of a company with three years of missed filings then face the five-year bar in Section 164(2)(a).
Late fees on every form
AOC-4 and MGT-7 attract an additional fee of ₹100 per day each. The CCFS-2026 relief scheme ended on 15 September 2026.
Liability survives dissolution
Under Section 248(7), directors, officers and members stay liable after strike-off, as if the company still existed.
Frequently asked questions
Can a public limited company apply for strike-off like a private company?
Yes, an unlisted public company can apply under Section 248(2) using Form STK-2, as a private company does. Only the approvals differ. Members must pass a special resolution at a general meeting, or members holding 75% of paid-up capital must consent, and the special resolution is filed in MGT-14. Each of the minimum three directors signs STK-3 and STK-4.
Can a listed company be closed through strike-off?
No. The proviso to Rule 3(1) of the strike-off rules excludes listed companies and companies delisted for non-compliance with listing rules. A listed company that wants to close has to deal with delisting and then a formal process such as voluntary liquidation. That path needs securities-law advice. Unlisted public companies keep the simpler STK-2 route.
What is the government fee for STK-2?
The fee is ₹10,000, fixed in Rule 4(1) of the strike-off rules, and it is the same for every company. On top of it, the company pays normal and additional fees on any overdue AOC-4 or MGT-7 it has to file first, at ₹100 per day per form for delays. The CCFS-2026 scheme that cut the STK-2 fee ended on 15 September 2026. We total every fee for you before you start.
Do we need to file all pending annual returns before strike-off?
You need to file financial statements and annual returns up to the end of the financial year in which the company stopped business. If the ROC has already started action under Section 248(1), all pending filings must be made first. A public company files MGT-7, not MGT-7A, and its accounts must be audited. We list the exact forms due before anything else.
What if the company still has assets or loans?
Then strike-off is not the right tool. STK-2 needs a statement of accounts showing nil assets and nil liabilities, certified by a CA and not more than 30 days old. A solvent company with assets to distribute should use voluntary liquidation under Section 59 of the IBC, ending in an NCLT dissolution order. Or realise the assets and pay the debts first; strike-off then works.
Does an NBFC or other regulated public company need permission?
Yes. Rule 4(2) requires a no objection certificate from the regulator concerned for companies in regulated activities, such as non-banking financial or insurance business. The NOC goes with the STK-2 application. Regulators take their own time, so ask early. We prepare the strike-off papers in parallel, so the NOC is the only thing you wait for.
How long does it take to close a public limited company?
After STK-2 is filed, the ROC publishes the STK-6 notice, waits out a 30-day objection window and then publishes the STK-7 Gazette notice. We cannot promise a date, because the ROC sets the pace. Before filing, plan time for the general meeting, which needs 21 clear days’ notice, and for any overdue filings. Objections or defects add time, and defects must be fixed within 15 days. With papers ready in advance, the wait is mostly the ROC’s.
Can a struck-off public company be revived later?
Yes. An aggrieved person can appeal to the NCLT within three years of the Registrar’s order under Section 252(1). A company, member, creditor or workman can apply within 20 years of the Gazette notice under Section 252(3). Revival costs time and fees, so close only when you are sure the company has no future use.
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.
Government fee for STK-2: ₹10,000. Overdue AOC-4 and MGT-7: normal fee plus ₹100 per day per form. Notary and stamp charges apply to STK-3 and STK-4.
Ready to begin?
Tell us when the company stopped business and which filings are pending. We will plan how you close a public limited company, step by step, up to the Gazette notice.