How to Close a Private Limited Company: Strike Off Using Form STK-2

Short answer: A private limited company that has not carried on business for two years, or never started after incorporation, can apply to the Registrar of Companies to strike its name off under Section 248(2) of the Companies Act, 2013. You file Form STK-2 with a government fee of ₹10,000, after clearing liabilities, closing the bank account and filing pending annual returns. The Registrar publishes a notice, and after the objection period the company is dissolved.

Who can apply for strike off?

A company can apply if it has:

• no business operations for the last two financial years, and has not applied for dormant status, or
• not started business within a year of incorporation,
• no outstanding liabilities, or all liabilities are paid off,
• no pending litigation or investigation.

Companies listed on a stock exchange, those under investigation, or with pending prosecution cannot use this route.

Documents required

Document	Purpose
Board resolution	Authorises the application
Special resolution or 75% shareholder consent	Approves closure
Indemnity bond (STK-3) from each director	Covers any liability discovered later
Affidavit (STK-4) from each director	Declares no liabilities
Statement of accounts (not older than 30 days), certified by a CA	Shows nil assets and liabilities
Bank account closure letter	Confirms nil balance

Step-by-step process

1. Clear all liabilities and close the bank account.
2. File any pending AOC-4 and MGT-7 returns (the ROC usually insists on filings up to the end of the year operations stopped).
3. Hold the board meeting and pass the special resolution.
4. Get the CA-certified statement of accounts.
5. File Form STK-2 with STK-3, STK-4 and the fee of ₹10,000.
6. The ROC publishes a public notice in Form STK-6, inviting objections within 30 days.
7. If there are no objections, the ROC strikes off the name and publishes it in the Official Gazette.

How long does it take?

Usually three to six months after filing, depending on the ROC's workload and whether it raises queries.

Strike off vs winding up

Point	Strike off (Sec. 248)	Voluntary winding up (IBC Sec. 59)
Suits	Dormant, no-liability companies	Companies with assets to distribute
Liquidator	Not needed	Required
Time	3 to 6 months	12 months or more
Cost	Lower	Higher

What happens if you don't close a dormant company?

Unfiled annual returns attract additional fees of ₹100 a day per form, with no upper cap. The ROC can strike the company off on its own under Section 248(1), and directors of a company that has not filed for three years become disqualified under Section 164(2) for five years, which blocks them from every other board seat they hold.

After strike off

Directors remain liable for any liability that surfaces later, which is why the STK-3 indemnity exists. A struck-off company can be restored by the NCLT within 20 years under Section 252 if there was a genuine mistake.

How SP & SC helps

We check your eligibility, clear pending filings, prepare every form and affidavit, and track the application through to the Gazette notice. See mandatory annual filings.

Frequently asked questions

What is the government fee for STK-2?

₹10,000.

Do pending annual returns need to be filed first?

In practice yes. Most ROCs reject STK-2 if AOC-4 and MGT-7 are pending.

Can I close a company with a loan from directors?

The loan must be written off or repaid first, so that liabilities are nil.

Can a struck-off company be revived?

Yes, through an NCLT application under Section 252, within 20 years.

Get a fixed-fee quote

Every situation is different, so we do not publish a one-size price. Share your documents with us and a named advisor will send a written, fixed-fee quote before any work starts. Contact SP & SC or message us on WhatsApp at +91 90356 74566. Whatever the problem you bring, we handle it end to end.