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Private Limited Company Closure (StrikeOff)

  • Provides a formal and legal exit for directors and shareholders, ensuring that the company’s name is removed from the official Register of Companies.
  • Eliminates the ongoing burden of annual compliance costs, audit fees, and the requirement to maintain statutory records.
  • Protects directors from future liabilities, prosecutions, and disqualifications resulting from non-filing in a dormant entity.
  • Ensures a "clean slate" for the promoters, allowing them to focus on new ventures without the administrative weight of an inactive company.
  • Prevents the accumulation of heavy per-day penalties and compounding interest for missed filings over time.
  • Signals to banks and financial institutions that the business has been wound up in an orderly and compliant manner.
  • Facilitates the legal surrender of tax licenses (GST, PAN, TAN), preventing future tax demands or notices.
  • Offers a "Fast Track Exit" (FTE) route through the STK-2 mechanism, which is significantly faster and cheaper than traditional liquidation.

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7 Years

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Cases Solved

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Awards Gained

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144 k +

Trusted Clients

Queries Solved Icon

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Experience Icon

7 Years

Of Experience

Cases Solved Icon

3622 +

Cases Solved

Awards Gained Icon

10 +

Awards Gained

Trusted Clients Icon

144 k +

Trusted Clients

Queries Solved Icon

36 k+

Queries Solved

Experience Icon

7 Years

Of Experience

Cases Solved Icon

3622 +

Cases Solved

Awards Gained Icon

10 +

Awards Gained

Trusted Clients Icon

144 k +

Trusted Clients

Queries Solved Icon

36 k+

Queries Solved

Overview

The Closure of a Private Limited Company (officially known as "Strike-Off") is governed by Sections 248 to 252 of the Companies Act, 2013. The "trigger" for this compliance occurs when the company has failed to commence business within one year of incorporation or has not been carrying on any business or operation for a period of two immediately preceding financial years.

In the 2026 MCA V3 regulatory ecosystem, the closure process is handled via the e-Form STK-2. The fundamental prerequisite for filing STK-2 is that the company must have zero assets and zero liabilities on the date of the application. This means all debts must be paid off, all assets must be liquidated, and all bank accounts must be closed before the final strike-off application is submitted.

For the FY 2025–26 cycle, the MCA has intensified the scrutiny of the "Statement of Accounts." This statement, certified by a Chartered Accountant, must not be older than 30 days from the date of filing STK-2. Furthermore, the Audit Trail (Edit Log) requirement remains active until the very last day of the company's existence; the directors must ensure that the final "settlement of accounts" is captured in the unalterable digital log. Once filed, the ROC publishes a notice to invite objections from the public and the Income Tax Department before officially dissolving the company.

Document Required

Documents
  • 1 Permanent Account Number (PAN) Card of the Company.
  • 2 Aadhaar Card of all the Directors.
  • 3 PAN Card of all the Directors.
  • 4 Statement of Accounts (zero assets/liabilities) certified by a CA (not older than 30 days).
  • 5 Indemnity Bond (Form STK-3) notarized and signed by all directors.
  • 6 Affidavit (Form STK-4) signed by all directors confirming zero liabilities.
  • 7 Copy of the Special Resolution and the Minutes of the EGM.
  • 8 Bank Account Closure Certificate from the company's bankers.
  • 9 NOC from Regulatory Bodies (if the company was regulated by RBI/SEBI/IRDA).

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Pre-Event Procedures

Step Name Short Description Authority
Settlement of Dues Paying off all creditors and settling statutory dues (GST/Income Tax). Board of Directors
Bank Account Closure Closing all corporate bank accounts and obtaining a closure certificate. Bank Manager
Board Resolution Approving the strike-off and authorizing the filing of STK2. Board of Directors
Special Resolution Shareholder approval with 75% majority for the closure. Shareholders

Filing Requirements

Form Name Trigger/Description Countdown Deadline
MGT-14 Filing the Special Resolution for strike-off. 30 Days from EGM
STK-2 Application by company to ROC for removing its name. 30 Days from Stmt. of Accounts
IT Intimation Notifying the Income Tax Department regarding the closure. Post-STK-2 Filing

Penalty and Non-compliance Risk

Penalty and Non-compliance Risk

Rejection of the Strike-Off Application by the ROC
Director Disqualification (for 5 years) for non-compliant closure
Personal Liability of Directors for any undisclosed liabilities
Monetary Penalty on Company and Officers for false declarations
Continued burden of Annual Filing Penalties if the company is not closed
Investigation by the ROC if the Statement of Accounts is found to be fraudulent
Inability of promoters to start new companies until the old ones are regularized

FAQs

Can a company with liabilities apply for strike-off?

No, all liabilities must be settled and the Statement of Accounts must show "Nil" liabilities before filing STK2.

What is the difference between Strike-Off and Liquidation?
How long does it take for the company to be closed?
Is a Special Resolution mandatory?
What is Form STK-2?
Can the ROC strike off a company on its own?
Do we need to file pending annual returns before closure?
What happens to the company's PAN and GST?
Is a Valuation Report required?
What is the "Audit Trail" requirement for closure?

Seamless Compliance for Your Business

Focus on growing your business while we handle the complexities of statutory compliance. From GST filing to Annual Audits, our automated systems ensure you never miss a deadline.

CA
  • GST Filing & Reconciliation
  • Income Tax Returns (ITR)
  • TDS/TCS Returns
  • Statutory & Tax Audit
  • ROC Company Filings

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Sandeep Reddy
Founder, Retail Trading Business
" ARK Advisors made our audit process smooth and stress-free. Clear checklist, timely follow-ups, and very practical guidance. "
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" We got strong process recommendations and control improvements. The audit insights genuinely helped us reduce leakage and improve discipline. "
Meghana Rao
Director, Startup
" Professional, responsive, and very transparent. They explained everything in simple terms and kept the entire process on schedule. "
Imran Khan
Owner, Hospitality Business
" The team ensured our documentation was audit-ready and supported us throughout. Great experience and strong attention to detail. "

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