Close Company
Strike Off Company | File Form STK-2 Online
There are times when a business entity is no longer required to operate, and the company owners decide to shut it down. This process is known as the strike-off of a private limited company under the Companies Act, 2013. The strike-off ensures that the company is legally removed from government records and freed from further compliance obligations.
If a company is non-operational and looking for a quick exit, Cardiff Service helps businesses complete the strike-off company procedure online efficiently.
What is a Strike Off Company?
A strike-off company is a business entity that has been officially removed from the records of the Registrar of Companies (RoC). Once struck off, the company no longer exists as a legal entity and holds no obligations or liabilities.
The process can be initiated in two ways:
Voluntary Strike Off – Where the company itself applies for closure.
Strike Off by the Registrar of Companies (RoC) – Where RoC removes the company for non-compliance or inactivity.
The voluntary strike-off of a private limited company is a simple and legal method to dissolve a business without going through lengthy liquidation.
Why Choose Strike Off?
Closing a company is an important legal decision. Following the company strike-off procedure ensures:
Avoidance of future legal complications.
Removal from government records.
Hassle-free compliance closure.
Options of Private Limited Company Closure in India
When a business is no longer active, the law provides different ways to close a private limited company in India. Cardiff Service offers expert guidance in both voluntary closure and strike-off by the Registrar of Companies (RoC) under the Companies Act, 2013.
Voluntary Closure of a Private Limited Company
A company that is no longer operational can apply for voluntary closure online by filing an application to the RoC through E-form STK-2. Before applying, the company must:
Ensure it has no outstanding liabilities.
File all necessary documents, including financial statements and annual returns, up to date.
Obtain approval of at least 75% of shareholders (based on paid-up capital).
Once filed, the RoC verifies the documents and issues a public notice. If no objections are raised within 30 days, the company is officially struck off the register.
This process is the most common for Pvt Ltd company closure and ensures a clean and legal business exit.
Strike Off by the Registrar of Companies (RoC)
The RoC can initiate the strike-off of a private limited company if it fails to operate or comply with legal requirements. A company may be struck off if:
It has not commenced business within one year of incorporation.
The directors have not paid the initial subscription amount.
The company has not filed necessary compliance documents.
The business has not carried out operations for two consecutive financial years and has not applied for dormant status.
Before striking off, the RoC issues a notice of strike-off to the company, giving it an opportunity to respond. If no response is received, the RoC proceeds with company closure and publishes the notice in the Official Gazette.
Eligibility Criteria for Striking Off a Company in India
Closing a company in India requires strict compliance with the Companies Act, 2013 and the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016. A company can apply for strike off under Section 248(2) if it:
Has not commenced business since incorporation, or
Has not carried out any operations for the last two financial years, and
Has not applied for dormant company status.
Key Conditions for Strike Off
To be eligible for company strike off in India, the following must be ensured:
No pending litigations or legal disputes.
No outstanding liabilities or unpaid loans.
No active bank accounts with unused funds.
All statutory filings (financial statements, annual returns, compliance documents) must be up to date.
No pending obligations such as GST, income tax, or provident fund payments.
Ineligible Companies: Certain companies cannot apply for strike off, including:
Listed companies.
Section 8 (non-profit) companies.
Companies registered under special statutes.
Companies with ongoing disputes, tax liabilities, or regulatory inquiries.
Strike Off Application Process
To proceed with closing a private limited company in India, directors must:
File Form STK-2 with the Registrar of Companies (RoC).
Attach supporting documents: indemnity bond, affidavit, board resolution, and a statement of accounts not older than 30 days.
Once RoC verifies compliance, a public notice is issued, allowing stakeholders to raise objections.
If no objections arise, the company name is struck off from the Register of Companies and ceases to exist legally.
Documents Required for Voluntary Strike-Off of a Company in India
When a company decides to close down voluntarily under the Companies Act, 2013, it must file E-Form STK-2 with the Registrar of Companies (RoC) along with mandatory documents. These documents ensure the strike-off process is legally compliant, liabilities are cleared, and the closure is valid.
Essential Documents for Company Strike Off
Indemnity Bond in STK-3 (Duly Notarized)
A guarantee from all directors, undertaking responsibility for any future liabilities that may arise after strike-off. This must be notarized for legal validity.Affidavit in STK-4 (Duly Notarized)
Each director must file a notarized affidavit declaring:The company has no pending dues or obligations.
All information provided is accurate and binding.
Statement of Accounts in STK-8 (Certified by a Chartered Accountant)
A financial statement reflecting that all liabilities are cleared. It must be certified by a CA and not older than 30 days at the time of filing STK-2.No Objection Certificate (NOC) (if applicable)
Required from relevant regulatory authorities or third parties if the company has been involved in regulated activities. Ensures that all obligations are settled.Board Resolution
A copy of the board resolution passed by directors, authorizing the strike-off application. Acts as formal proof of management-level approval.Special Resolution
Along with the board resolution, a special resolution passed by shareholders must also be attached, confirming their consent for company closure.Other Supporting Attachments (if required)
Depending on the company’s nature and history, additional documents may be required, such as:Confirmations from financial institutions.
Clearance certificates from regulatory authorities.
Other relevant supporting documents.
Procedure for Voluntary Strike-Off of a Private Limited Company in India
Closing a private limited company in India requires following a structured process under the Companies Act, 2013, ensuring compliance with the Registrar of Companies (RoC). Below is the step-by-step procedure for company strike-off:
Step 1: Board Resolution
The directors must first pass a board resolution approving company closure and authorizing a director to file E-Form STK-2 with the RoC.
Step 2: Clearing Liabilities
Before applying for strike-off, the company must clear all outstanding dues, loans, and obligations. If no liabilities exist, a declaration of nil liabilities must be filed.
Step 3: Extraordinary General Meeting (EGM)
An EGM must be convened to pass a special resolution for closure. At least 75% of shareholders (based on paid-up capital) must approve the strike-off.
Step 4: Filing E-Form MGT-14
The special resolution must be filed with the RoC in Form MGT-14 within 30 days. This serves as official confirmation of shareholders’ approval to dissolve the company.
Step 5: Filing E-Form STK-2
The final application for strike-off is submitted through Form STK-2, along with mandatory supporting documents:
Indemnity Bond (STK-3)
Affidavit from directors (STK-4)
Statement of Accounts (STK-8) certified by a Chartered Accountant
No Objection Certificate (if applicable)
Copy of Board Resolution & Special Resolution
Government Filing Fee: INR 10,000
Step 6: Public Notice & Objections
The RoC issues a public notice inviting objections. If no objections are raised within 30 days, the company proceeds to strike-off.
Step 7: Final Strike-Off Notification
Once all documents are verified, the RoC issues a final dissolution notice in Form STK-7. The company’s name is removed from the register, marking its legal closure.
Frequently Asked Questions
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