Procedure for Company Closure/Strike Off

 Closing a business is a significant decision that involves a range of legal, financial, and administrative considerations. It is essential to follow a structured process to ensure compliance with laws and to minimize potential liabilities. This document outlines the key aspects and steps involved in the Private Limited Companies closure process.

Step 1: Confirm Eligibility for Striking Off

Ensure the company qualifies to apply for striking off under Section 248 of the Companies Act, 2013. Some key conditions are:

  • The company has not commenced business within a year of incorporation, or has not been in operation for the preceding two financial years.
  • There are no ongoing business operations, liabilities, or dues.

Exclusions:

  • The company should not have been delisted due to fraudulent activities.
  • It should not be under investigation or involved in any legal disputes.

Step 2: Settle Outstanding Liabilities

Before applying for striking off, ensure:

  • All liabilities, including statutory dues, creditors' payments, and taxes, are cleared.
  • GST and income tax returns are filed up to date.

Step 3: Conduct a Board Meeting

  • Convene a Board Meeting with the directors to pass a resolution for striking off the company's name.
  • The resolution should authorize a director to handle the striking-off process.
  • Approve the draft affidavit, indemnity bond, and statement of accounts.

Step 4: Obtain Shareholders’ Approval

  • Convene a General Meeting of shareholders to pass a Special Resolution (if required by the Articles of Association).
  • Obtain approval from at least 75% of the shareholders in terms of paid-up capital.

Step 5: Prepare Documents

Prepare and compile the following documents:

  1. Indemnity Bond (in Form STK-3) signed by directors.
  2. Affidavit (in Form STK-4) from directors stating compliance with all rules and regulations.
  3. Statement of Accounts (certified by a Chartered Accountant) not older than 30 days.
  4. Copy of Board and Shareholders’ Resolutions.
  5. PAN Card and Aadhaar copies of directors.

Step 6: File Application with ROC

  • File Form STK-2 with the Registrar of Companies (ROC) along with the prescribed fee.
  • Attach the prepared documents:
    • Indemnity Bond
    • Affidavit
    • Statement of Accounts
    • Board Resolution
    • Shareholders' Resolution (if applicable)

Step 7: ROC Examination

  • The ROC reviews the application and verifies compliance.
  • If satisfied, the ROC issues a notice (STK-6) to be published in:
    • The Official Gazette.
    • A newspaper (in English and vernacular language).

Step 8: Public Objections (30 Days)

  • The public has 30 days to raise objections or claims against the striking-off application.

Step 9: Final Order by ROC

  • If no objections are raised, the ROC strikes off the company and notifies it in the Official Gazette.
  • A certificate of dissolution is issued.

You can contact us for availing services for Closure of your Private/Public Company. We have more than 10 years of experience in successfully Closing and Striking off the Companies under Fast Track mode. Contact Now to Learn more:

AKSHAY K JAIN AND COMPANY

CA Akshay Jain – Chartered Accountant
📍 B 38/267 F1-2, Parmeshwar Nagar, Birdopur, Mahmoorganj, Varanasi
📞 +91 9956948337 | +91 7379998666

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