Form STK-2: Application to Remove a Company's Name (Strike Off)

Who can apply

A company can apply on the grounds in Section 248(1): it failed to commence business within one year of incorporation, or it has not carried on any business or operation for the two immediately preceding financial years and has not applied for dormant status. It must have extinguished all its liabilities and obtained a special resolution or consent of members holding 75% of paid-up share capital.

Before filing STK-2, all overdue financial statements and annual returns must be filed, normally up to the end of the financial year in which the company stopped operations. Companies regulated by a special Act, such as NBFCs, need a no-objection certificate from their regulator.

When STK-2 cannot be filed

Section 249 restricts applications. A company cannot apply if, in the previous three months, it changed its name or shifted its registered office to another state, or made a disposal for value of property or rights held immediately before it stopped trading. It also cannot apply while it is engaged in activities other than winding up its affairs, or while a scheme of arrangement or winding-up proceeding is pending. Open charges must be satisfied first.

Attachments

Rule 4 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 sets out the documents. Stamp paper requirements for the indemnity and affidavit depend on state law, and both are usually notarised. C-PACE checks these documents closely, so prepare them carefully.

• Indemnity bond from every director in Form STK-3
• Affidavit from every director in Form STK-4
• Statement of accounts showing assets and liabilities, made up to a date not more than 30 days before the application and certified by a CA
• Copy of special resolution or members' consent
• Statement of pending litigation, if any
• Regulator's NOC, where applicable

Fees, processing and what happens next

The fee for STK-2 is ₹10,000, with no additional fee. The form is certified by a practising CA, CS or cost accountant and signed by an authorised director. Applications are processed centrally by C-PACE on the MCA V3 portal.

If the application is in order, the Registrar publishes a public notice in Form STK-6 inviting objections within 30 days. After considering any objections, the Registrar strikes off the name and publishes a notice in the Official Gazette, and the company is dissolved. Directors' liability for past acts continues, and an aggrieved person can apply to the NCLT to restore the company within 20 years.

Common reasons for resubmission

Strike-off is not the only exit. A company with assets to distribute, ongoing disputes or creditors who need to be paid through a formal process usually opts for voluntary liquidation under the Insolvency and Bankruptcy Code instead. Strike-off suits companies that never started business or have wound down cleanly.

C-PACE frequently asks for more information. Typical issues are a statement of accounts older than 30 days, liabilities still shown in the last balance sheet without proof of settlement, open charges, a bank account still active, pending filings and mismatches between directors' affidavits. Companies with significant assets or disputes may need liquidation rather than strike-off. Refogo's partner professionals can handle company closure through STK-2 for a fixed fee.

Step by step

1. 1Stop business and settle liabilities

   Pay creditors, close tax registrations and the bank account.

2. 2File pending returns

   Bring AOC-4 and MGT-7 or MGT-7A up to date.

3. 3Pass special resolution

   Or obtain 75% members' consent; file MGT-14.

4. 4Prepare documents

   STK-3, STK-4 and a CA-certified statement of accounts within 30 days.

5. 5File STK-2

   Attach documents, obtain certification, sign and pay ₹10,000.

6. 6Respond to queries

   Address any C-PACE resubmission and wait for the STK-6 notice period.