Company Strike Off in India: How to Legally Close a Company (STK-2)
A dormant company still costs money - annual ROC filings, audit fees, and director KYC keep piling up even with zero business activity. If you're not using your company anymore, striking it off is the clean, legal way to close it and stop the compliance clock. This guide covers exactly how company strike off works under Section 248 of the Companies Act, 2013, and how KanoonPe manages it end-to-end at a flat, all-inclusive price.
Quick summary
- What it is: The voluntary removal of a company's name from the Register of Companies, ending its legal existence, filed via Form STK-2.
- Governed by: Section 248 of the Companies Act, 2013, and the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.
- Best for: Dormant companies, defunct startups, or businesses with no operations, assets, or liabilities.
- KanoonPe price: Flat, all-inclusive quote on a free callback · Timeline: typically 4–6 months.
Quick facts
| Detail | Information |
|---|---|
| Governing law | Companies Act, 2013 (Section 248); Removal of Names Rules, 2016 |
| Filing form | Form STK-2 (Application for Removal of Name) |
| Eligibility | No business activity for 2 preceding financial years, or never commenced business within 1 year of incorporation |
| Approval needed | Board resolution + special resolution (or consent of 75% shareholders in paid-up capital) |
| Authority | Registrar of Companies (ROC), MCA portal |
| KanoonPe price | Flat, all-inclusive quote - request a free callback |
| Timeline | 4–6 months (subject to ROC processing and public notice period) |
What is company strike off?
Company strike off is the voluntary process of removing a company's name from the Register of Companies maintained by the ROC, permanently ending its legal existence, by filing Form STK-2 under Section 248(2) of the Companies Act, 2013.
Strike off is meant for companies that are dormant or have never commenced business - it is not a substitute for winding up a company with active operations, debts, or disputes. Before applying, the company must clear all liabilities, close bank accounts, and file all pending ROC returns and income tax returns.
Once struck off, the company ceases to exist as a legal entity, and its name is published in the Official Gazette. Directors remain liable for any liability that existed before dissolution, even after strike off.
Who should apply for company strike off?
- Dormant companies with no business activity for the last two financial years.
- Startups that never commenced operations within one year of incorporation.
- Businesses pivoting away from a company structure and no longer needing the entity.
- Group companies consolidating or eliminating unused subsidiaries.
- Founders who abandoned a venture and want to formally close the entity instead of leaving it non-compliant.
Benefits of formally striking off a company
- Stops the compliance clock - No more annual ROC filings, audit fees, or DIR-3 KYC obligations for that entity.
- Avoids mounting penalties - Prevents late fees for AOC-4/MGT-7 that accumulate on dormant companies.
- Protects director eligibility - Directors of companies struck off for non-compliance (not voluntary) risk disqualification under Section 164(2); voluntary closure avoids this.
- Clean exit record - A properly closed company doesn't show adverse remarks on directors' MCA profiles.
- Legal finality - Formal dissolution removes ongoing legal exposure tied to an inactive entity.
Documents required for company strike off
Company documents
- Certificate of Incorporation, PAN, and MOA/AOA
- Latest financial statements and bank account closure certificate
- Statement of Accounts (not older than 30 days) certified by a Chartered Accountant
- Indemnity bond (Form STK-3) from every director
- Affidavit (Form STK-4) from every director
- Statement of pending litigations, if any
Approvals
- Board resolution approving the strike off application
- Special resolution or consent of 75% shareholders (by paid-up share capital)
- No Objection Certificate from regulatory authorities, if the company is regulated (e.g., RBI, SEBI, IRDA)
Filings up to date
- All overdue annual returns (AOC-4, MGT-7) and income tax returns filed before applying
Ready to get started? Talk to a verified expert → - get a transparent, all-inclusive quote for your company strike off within one business hour.
Process for company strike off (step by step)
- Clear liabilities and close accounts. Settle all debts, close the company's bank account(s), and obtain a closure certificate.
- File pending returns. Ensure all overdue AOC-4, MGT-7, and income tax filings are up to date - STK-2 will be rejected if returns are pending.
- Convene a board meeting. Pass a board resolution approving the strike off and authorising a director to file the application.
- Obtain shareholder approval. Pass a special resolution or secure consent from shareholders holding at least 75% of paid-up capital.
- Prepare supporting documents. Draft the Statement of Accounts, indemnity bond (STK-3), and affidavit (STK-4) from all directors.
- File Form STK-2. Submit the application to the ROC with the government fee and all attachments.
- Public notice. The ROC publishes the application on the MCA website and in the Official Gazette (Form STK-6/STK-7), inviting objections for 30 days.
- Strike off order. If no objections are received, the ROC strikes off the company's name and publishes the dissolution notice.
Cost of company strike off in India
| Cost component | What drives it |
|---|---|
| Government fee for STK-2 | Fixed government filing fee |
| Pending compliance clearance | Late fees for any overdue AOC-4/MGT-7 filings before strike off |
| CA certification | Statement of Accounts certification cost |
| Professional fees | Documentation, resolutions, indemnity/affidavit drafting, and end-to-end filing |
KanoonPe offers a flat, all-inclusive quote - documentation, resolutions, STK-3/STK-4 drafting, and STK-2 filing bundled into one transparent number. Any pending ROC late fees (for overdue returns) are shown upfront before you commit.
Timeline for company strike off
| Stage | Typical time |
|---|---|
| Clearing liabilities, pending filings & documentation | 2–4 weeks |
| Board & shareholder resolutions | 1 week |
| STK-2 filing | 1 week |
| Public notice & objection window | 30 days (statutory) |
| ROC processing & final strike off order | 6–10 weeks |
| Total | 4–6 months |
Timelines depend on how quickly pending compliance is cleared and ROC processing load. Every KanoonPe order carries a written SLA - filed on time or you get a refund.
Penalties for not closing a dormant company
- Continuing non-compliance (not filing AOC-4/MGT-7) attracts mounting late fees - currently ₹100 per day per form, with no upper cap.
- Director disqualification under Section 164(2) if the company fails to file financial statements or annual returns for three consecutive financial years - disqualified directors cannot be appointed to any other company for 5 years.
- ROC-initiated strike off (under Section 248(1)) for chronic non-filers is involuntary and appears on the director's compliance history, unlike a clean voluntary closure.
Company strike off vs LLP closure - what's different
| Factor | Company strike off | LLP closure |
|---|---|---|
| Applicable entity | Private/Public Limited Company | Limited Liability Partnership |
| Governing section | Section 248, Companies Act, 2013 | Rule 37, LLP Rules, 2009 |
| Filing form | STK-2 | LLP Form 24 |
| Timeline | 4–6 months | 3–5 months |
Closing an LLP instead? See LLP Closure.
Why choose KanoonPe
- Transparent flat pricing - one all-inclusive number; government fees and late fees at actuals, shown upfront.
- Filed-on-time or refund - every order ships with a written SLA.
- One accountable case owner - a single named CS manages your closure end to end.
- Live status tracking - track your STK-2 application status on your dashboard in real time.
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