Ways to close
How company closure works in India
A company registered under the Companies Act, 2013 does not end when it stops trading. It stays on the MCA register, and its yearly filings stay due, until it is formally closed. There are two broad routes.
| Route | When it is used | Who decides |
|---|---|---|
| Strike-off on the company's own application (Section 248) | The company has not started business, or has stopped business, and has cleared its liabilities | The Registrar of Companies, on an application in Form STK-2 |
| Winding up | The company still has assets to sell, debts to settle or creditors to pay | A formal process under the Companies Act, 2013 or the Insolvency and Bankruptcy Code, 2016, run by a liquidator |
The ROC can also strike off a company on its own when it is not carrying on business. Closing it yourself keeps control with the directors.
Who we help
Entities covered by our company closure service
We handle closure for private limited companies, including one person companies.
Our service covers choosing the right route (strike-off, or winding up where strike-off is not available), the board and shareholder resolutions, clearing pending filings, and the ROC strike-off application in Form STK-2 with its supporting documents. Where a company must be wound up, we support the filings alongside the liquidator appointed for the process.
Can apply
When a company can apply for strike-off
- It has not started business within one year of incorporation, or
- It has not carried on business for the two financial years just before the application, and has not applied for dormant status
- It has cleared all its liabilities
- Its members have passed a special resolution, or members holding 75% of the paid-up share capital have agreed
Cannot apply
When a company cannot apply yet
- In the last three months it changed its name or moved its registered office to another state
- In the last three months it sold property or rights it held for value, other than in normal trading
- It has done any business other than what is needed to close
- It has applied to the Tribunal for a compromise or arrangement, or is being wound up
The rules also bar some other companies from this route. We check your company against them first.
Clear first
What to settle before company closure
- Pending ROC filingsFile any overdue financial statements and annual returns before applying. See annual compliance for private limited companies.
- GSTApply to cancel the company's GST registration on the GST portal and file the final return. See GST registration.
- Debts and duesPay or settle every creditor, loan, tax due and statutory payment.
- Bank accountsClose the company's bank accounts once the last payments are made, and keep the closure letters.
- Other registrationsSurrender other licences and registrations, such as PF, ESI or Shop and Establishment, where they apply.
Documents
Documents filed with Form STK-2
- Indemnity bond by every director in Form STK-3
- Affidavit by every director in Form STK-4
- Statement of accounts showing assets and liabilities, certified by a Chartered Accountant
- Copy of the special resolution, or the consent of the members
To sign
What the directors need
- A valid digital signature (DSC) for the director who signs the form
- PAN and ID proof of each director
- Bank statements and the bank account closure letters
- GST cancellation order, if the company was registered for GST
Process
How strike-off works step by step
- 01
Fill the form
Tell us when the company stopped business and what is still open.
- 02
Check eligibility
Our expert checks whether strike-off fits, or whether winding up is the right route.
- 03
Clear pending items
Overdue filings, GST, dues and bank accounts are closed out.
- 04
Board and members approve
The board approves the closure and the members pass a special resolution or give consent.
- 05
File Form STK-2
The application goes to the ROC with the fee and the documents, signed with a director's DSC.
- 06
Public notice and strike-off
The ROC publishes a notice inviting objections. If none stand, it strikes the name off and publishes a notice in the Official Gazette. The company is then dissolved.
After closure
What still applies after strike-off
- LiabilityThe liability of every director, officer and member continues, and can be enforced as if the company had not been dissolved.
- RecordsKeep the company's books and closure papers safely, in case a tax or other authority asks for them later.
- RestorationIn some cases the Tribunal can restore a struck-off company to the register on an application.
- Other changesIf you only want to change the company, not close it, see company changes.
What is the simplest way to close a company that has stopped business?
If the company has no business and has cleared all its liabilities, it can apply to the Registrar of Companies to strike off its name under Section 248, in Form STK-2.
When can a company not use strike-off?
For example, if in the last three months it changed its name, moved its registered office to another state or sold property for value, or if it is being wound up. Some other companies are barred by the rules.
Should our company be struck off or wound up?
Strike-off removes a company with no business and no liabilities from the register. Winding up is a formal process in which a liquidator sells assets and pays creditors before the company is dissolved.
Do we need to file pending annual returns before closure?
Yes. File any overdue financial statements and annual returns before applying for strike-off. Our expert checks which years are pending.
Should GST be cancelled before closing the company?
Yes. Apply to cancel the GST registration and file the final return, so no GST returns stay due after the business stops.
Who signs the strike-off application?
A director signs Form STK-2 with a digital signature. Every director also gives an indemnity bond and an affidavit.
Does strike-off end the directors' liability?
No. The liability of directors, officers and members continues after the company is dissolved, and can still be enforced.
Can a struck-off company be restored?
In some cases, yes. The Tribunal can order a company to be restored to the register on an application. Ask our expert whether this applies to you.
Can an LLP be closed through Form STK-2?
No. Form STK-2 is for companies. An LLP follows a separate closure process under LLP law.
Is Complianto a government body or a CA firm?
Neither. Complianto is a compliance facilitation platform operated by Mentorcorp Private Limited. You can also apply directly on the official portal without our fee.
More services
Related company services
Private Limited Annual Compliance
Catch up on pending ROC filings.
LLP Annual Compliance
Yearly ROC filings for LLPs.
OPC Annual Compliance
Yearly ROC filings for One Person Companies.
GST Registration
GST registration for a business.
Company Changes
Event-based ROC changes.
Digital Signature (DSC)
Sign Form STK-2 online.
