Three ways to deal with a company you no longer need
| Strike off (STK-2) | Dormant status (MSC-1) | Voluntary liquidation (IBC s.59) | |
|---|---|---|---|
| Result | Company dissolved and removed from the register | Company continues with minimal compliance | Company dissolved after assets realised and creditors paid |
| Best for | No assets, no liabilities, no business | Holding an asset or IP for future use | Company with assets or liabilities to settle |
| Government fee | ₹10,000 | ₹5,000 (approx.) plus annual return | Liquidator's fees; NCLT process |
| Time | 3–6 months | 1–2 months | 12 months or more |
| Complexity | Low | Low, but recurring | High |
When a company can apply for strike off
- It has not commenced business within one year of incorporation; or it has not carried on any business for the two preceding financial years and has not applied for dormant status.
- It has nil assets and nil liabilities — all dues paid, bank account closed, no pending litigation.
- Shareholders consent by special resolution or written consent of holders of 75% of paid-up capital.
- Annual filings are up to date up to the end of the financial year in which business ceased. Overdue AOC-4 and MGT-7/7A must be filed first.
- It is not a listed company, a Section 8 company, or a company that in the last three months changed its name, shifted its office to another state, or disposed of property for value; and no inspection, investigation or prosecution is pending.
The strike-off process
Status and liability check Week 1
Confirm eligibility, list pending filings and estimate additional fees. Decide between regularising and closing.
Settle dues, close the bank account Week 1–3
Pay creditors, distribute any balance, close the account and obtain the closure letter.
File overdue returns As needed
AOC-4 and MGT-7/7A up to the year business stopped.
Resolutions and affidavits Week 2–4
Board resolution, special resolution (filed in MGT-14), indemnity bond STK-3 and affidavit STK-4 from every director, and a CA-certified statement of accounts STK-8 not older than 30 days.
File STK-2 with ₹10,000 fee Week 4
The application goes to the Centre for Processing Accelerated Corporate Exit (C-PACE).
Public notice STK-6 30 days
Published on the MCA website and in the Official Gazette; objections may be filed within 30 days.
Dissolution STK-7 3–6 months overall
If no objection is sustained, the name is struck off and the company stands dissolved.
What survives the strike off
Dissolution ends the company, not the liabilities of the people behind it. Section 248(7) provides that the liability of every director, manager, officer and member continues and may be enforced as if the company had not been dissolved. That is why each director signs an indemnity bond. Tax assessments can also be reopened, and a creditor can apply to the NCLT to restore the company within the periods allowed under Section 252.
For a genuinely clean company — no dues, no disputes, no undisclosed assets — this is a formality. Where there are unresolved liabilities, strike off is the wrong route and liquidation should be considered.
Closing an LLP
An LLP that has not carried on business for a year or more can apply for strike off in Form 24, with consent of all partners, an affidavit and indemnity bond, and a statement of accounts showing nil assets and liabilities, certified by a Chartered Accountant. Overdue Form 8 and Form 11 up to the year the LLP ceased operating generally need to be filed first, and the LLP Agreement must be on record with the Registrar. The process is otherwise similar to a company strike off.
Frequently asked questions
How much does it cost to close a Private Limited Company?
The STK-2 government fee is ₹10,000. Professional fees start at ₹4,999. Add notarisation, the CA-certified statement of accounts, and any additional MCA fees for overdue annual returns. We give one consolidated estimate after a free status check.
Can I just stop filing and let the ROC strike the company off?
You can, but it is a bad idea. The ROC's suo motu strike off comes with penalties, the directors are disqualified for five years under Section 164(2) after three years of non-filing, and the company's name can be restored by a creditor. A voluntary strike off is cleaner and protects the directors.
Can a company with a bank balance be struck off?
No. The statement of accounts must show nil assets and liabilities. Distribute or use the balance to settle dues, then close the account.
How long does strike off take?
Usually three to six months from filing STK-2, depending on C-PACE processing and whether any objection is received.
Can a struck-off company be revived?
Yes, by application to the NCLT under Section 252 — by an aggrieved person within three years of the ROC's order, or by the company, a member or a creditor within twenty years of the strike-off notice.