A private limited company that has stopped doing business, or never started, can ask the Registrar to remove its name from the register by filing Form STK-2 under section 248(2) of the Companies Act, 2013. To strike off a private limited company this way, every liability must already be cleared. Members must pass a special resolution, or holders of 75% of the paid-up capital must consent. Overdue annual filings up to the year business stopped must be on record, and no charge can remain open. The fee is ₹10,000, and since 1 May 2023 the application goes to the Registrar at the Centre for Processing Accelerated Corporate Exit (C-PACE) instead of your local ROC.
When the Registrar publishes the strike-off notice in the Official Gazette, the company stands dissolved. Most rejected or delayed applications fail on sequencing: something that had to be finished before filing was left for later. The order below follows the law and the checks MCA has built into the form.
Who can apply under section 248(2)
Section 248 of the Companies Act, 2013 lets a company apply on any of the grounds on which the Registrar could strike it off on its own. Two of those grounds cover nearly every voluntary application:
- the company failed to commence business within one year of incorporation (clause (a) of section 248(1)); or
- the company has not carried on any business or operation for the two immediately preceding financial years and did not apply for dormant status under section 455 during that period (clause (c)).
Clause (c) is a calendar test, so work it out before anything else. Take a trading company that sold its last stock and paid its last supplier in FY 2023-24, then did nothing in FY 2024-25 and FY 2025-26. It meets the two-year test during FY 2026-27. A company whose operations ran into FY 2025-26 does not meet it yet, unless it relies on clause (a).
Some companies cannot use this route at all. The proviso to rule 3(1) of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 bars listed companies, companies delisted for non-compliance, vanishing companies and section 8 companies. It also bars companies under inspection or investigation, companies facing a pending prosecution or with a compounding application pending, companies with outstanding or defaulted public deposits, and companies with charges pending satisfaction. The MCA instruction kit for Form STK-2 shows the same bars built into the form's validations. It checks that the company is not section 8, listed or vanishing, is not under inspection or investigation, has no open charge and has no GNL-1 compounding application pending.
A company regulated under a special Act needs one more document. The proviso to section 248(2) requires the approval of that regulator (RBI for a registered NBFC, for instance) to be obtained and enclosed with the application.
When strike-off is the wrong exit
STK-2 suits a company that is already empty: no business, no liabilities, and nothing left to realise. Two other routes fit different facts.
| Situation | Better route | Why |
|---|---|---|
| Business is paused but may restart within a few years | Dormant status under section 455 | The company stays on the register with lighter annual compliance and can be reactivated later |
| The company still owns assets to sell, or has creditors it can pay in full only after selling assets | Voluntary liquidation under section 59 of the Insolvency and Bankruptcy Code, 2016 | A liquidator realises assets and pays creditors before dissolution; strike-off needs liabilities already extinguished |
| No business for two years or never started, all dues paid, nothing left to distribute | Strike-off through STK-2 | The cheapest and shortest route, with no liquidator and no Tribunal order |
The dormant company rules under section 455 explain what MSC-1 status costs to maintain. For voluntary liquidation, the IBBI FAQs on the voluntary liquidation process set out the sequence. A majority of directors declares that the company has no debt or can pay it in full from asset sales. Members then resolve within four weeks to liquidate and appoint an insolvency professional as liquidator. The process ends with a dissolution order from the Adjudicating Authority.
The three-month look-back under section 249
Section 249(1) blocks an application if, at any time in the previous three months, the company has:
- changed its name or shifted its registered office from one State to another;
- disposed of property or rights for value, where they were held immediately before trading stopped for disposal at a gain in the normal course of business;
- engaged in any activity other than what is needed to make the application, conclude its affairs or comply with a statutory requirement;
- applied to the Tribunal for sanction of a compromise or arrangement that has not been finally concluded; or
- been in winding up under Chapter XX of the Act or under the Insolvency and Bankruptcy Code, 2016.
Filing in breach is punishable with a fine of up to ₹1 lakh under section 249(2), and section 249(3) requires the Registrar to withdraw or reject the application once the breach comes to notice. The STK-2 form also refuses filing where the name was changed through INC-24, or the registered office moved between States, in the last three months.
The look-back mostly catches companies that tidy up too close to filing. Suppose the directors move the registered office from Maharashtra to Karnataka on 10 September 2026 so the promoter can handle the closure locally. The three-month window then runs to 10 December 2026, so the application should not be filed before 11 December 2026. Paying off creditors and closing the bank account are not a problem, because clause (c) allows activity needed to conclude the company's affairs.
What to finish before you open the form
- Extinguish every liability. Section 248(2) permits an application only after the company has extinguished all its liabilities. That includes trade creditors, statutory dues, audit fees and any loan from a director, which must be repaid or otherwise settled so that the statement of accounts shows nothing outstanding.
- Close open charges on MCA records. A loan repaid years ago still blocks the form if the charge was never marked satisfied. File CHG-4 and wait for the satisfaction to be recorded; the CHG-4 satisfaction of charge process covers the lender confirmation and timelines.
- File overdue financial statements and annual returns. The Second Amendment Rules of 10 May 2023 (G.S.R. 354(E)) added provisos to rule 4(1). AOC-4 under section 137 and MGT-7 or MGT-7A under section 92 must be filed up to the end of the financial year in which the company ceased business operations. In the trading company example, that means returns up to FY 2023-24. If the Registrar has already started suo motu action under section 248(1), all pending returns must be filed first. Once the Registrar has issued the section 248(5) notice for publication in such a case, STK-2 can no longer be filed. The ROC annual filing workflow and the choice between MGT-7 and MGT-7A help with catching up the missing years.
- Close the GST registration. Apply for cancellation in REG-16, then file the final return. The GST portal's FAQs on Form GSTR-10 say the final return is due within three months of the date of cancellation or the date of the cancellation order, whichever is later. Input tax credit on closing stock and capital goods has to be reversed or paid with it. An open registration or an unfiled final return is the sort of thing a tax department objection is built on.
- Pass the special resolution and file MGT-14. The 2023 amendment omitted the old requirement to attach a certified copy of the resolution. Instead, STK-2 asks for the SRN of an MGT-14 linked to the company's CIN with the purpose "Application to Registrar to remove name of company from register of companies". The MGT-14 filing rules under section 117 cover the 30-day deadline. Where members give written consent of 75% by paid-up capital instead, keep the signed consents on file.
- Get the signatories ready. The signing director's DIN must be in approved status. A director whose DIN was deactivated for a missed DIR-3 KYC can still sign STK-2, according to the kit, but completing the DIR-3 KYC filing avoids a separate problem later. A director whose DIR-12 cessation is still pending cannot sign. Neither can a director whose DIN is linked to 20 or more companies, or to 10 or more public companies.
Form STK-2: attachments, certification and fee
The table lists the attachments the kit asks for and the rule behind each one.
| Attachment | What it must contain | When needed |
|---|---|---|
| Statement of accounts | Assets and liabilities made up to a day not more than 30 days before the application, certified by a chartered accountant | Always |
| Indemnity bond in Form STK-3 | Notarised bond from each director (Form STK-3A from a Ministry representative for government nominee directors) | Always |
| Affidavit in Form STK-4 | Affidavit from each director | Always |
| Regulator's approval or NOC | Order of RBI, SEBI, IRDAI or the relevant sectoral regulator | Only for companies regulated under a special Act |
| Statement of pending litigation | Details of any case involving the company, under rule 4(3) | Only if litigation is pending |
The 30-day limit on the statement of accounts trips up many filings. If STK-2 will be filed on 20 November 2026, the statement must be made up to 21 October 2026 or a later date. A statement as at 30 September 2026, prepared for convenience at the half-year, is too old.
A director authorised by the Board signs the form, and a chartered accountant, company secretary or cost accountant in whole-time practice certifies it under rule 6. Indemnity bonds and affidavits from foreign nationals or non-resident Indian directors must be notarised, apostilled or consularised under rule 8. Each attachment can be up to 2 MB.
The Amendment Rules notified on 17 April 2023 substituted rule 4(1) from 1 May 2023. Applications now go to the Registrar, C-PACE, with a fee of ₹10,000 (the 2016 rules had fixed ₹5,000). The same amendment made the C-PACE Registrar the Registrar of Companies for STK-2 matters with jurisdiction across India. Under the kit, the DSC-signed PDF must be uploaded within 15 days of SRN generation, and the fee paid within 7 days of upload, or the SRN is cancelled. The form is processed in non-STP mode, so an officer examines it and may send it back for resubmission.
After filing: public notice, tax department objections and dissolution
Under rule 7 of the Removal of Names Rules, 2016, the Registrar publishes the application as a public notice in Form STK-6. The notice appears on the MCA website, in the Official Gazette, and in one English and one vernacular newspaper circulating in the State of the registered office. A company that has its own website must also place the application there until it is disposed of.
The Registrar also writes to the income-tax and indirect tax authorities. They have 30 days from the date of that letter to object, and if they do not respond they are presumed to have no objection. Before striking off, section 248(6) requires the Registrar to be satisfied that adequate provision exists for realising amounts due to the company and discharging its liabilities. The Registrar may take undertakings from the directors for that purpose.
If no cause to the contrary is shown, the Registrar strikes the name off under section 248(5) and publishes the notice in the Official Gazette in Form STK-7. The company is dissolved on that publication. Under section 250, from the date in that notice the company ceases to operate and its certificate of incorporation is deemed cancelled. The only things it can still do are recover amounts due to it and pay its liabilities and obligations.
Liability that survives the strike-off
Dissolution does not wipe out obligations. The proviso to section 248(6) keeps the company's assets available to meet its liabilities even after the name is removed. Section 248(7) goes further. The liability of every director, manager or other officer who exercised management powers, and of every member, continues and can be enforced as if the company had not been dissolved. The STK-3 indemnity bond is the directors' written promise to meet any claim that surfaces later, which is why it should be signed only after the books are truly clean.
A dissolved company can also be brought back. Section 252 provides three restoration routes, each with its own time limit:
- any person aggrieved by the Registrar's order may appeal to the Tribunal within three years from the date of the order;
- the Registrar may apply to the Tribunal within three years if the name was struck off inadvertently or on incorrect information furnished by the company or its directors;
- the company, a member, a creditor or a workman may apply to the Tribunal within twenty years of the Gazette notice, where the company was carrying on business when struck off or restoration is otherwise just.
Once the Tribunal orders restoration, the company must file the order with the Registrar within 30 days, and the Registrar then issues a fresh certificate of incorporation. A creditor holding an unpaid invoice, or a refund that turns up after dissolution, can therefore reopen a closure long after the STK-7 notice. Settle and collect every amount before you file rather than after.
