Company Closure & Strike Off

A company with no liabilities and no business operations for the past two financial years can apply for strike-off under Section 248(2) of the Companies Act 2013 by filing Form STK-2 with the Registrar of Companies. The application must be authorised by a special resolution or consent of 75% members in value and must be accompanied by an affidavit from all directors, an indemnity bond in Form STK-3, and a statement of accounts in Form STK-8 certified by a CA in practice.

Under Section 248(1) of the Companies Act 2013, the Registrar can suo motu strike off a company that has not commenced business within two years of incorporation, has not filed financial statements and annual returns for two consecutive financial years, or is not carrying on any business. Voluntary strike-off under Section 248(2) is director-initiated via Form STK-2 and allows a controlled exit; ROC-initiated action under Section 248(1) carries risk of director disqualification under Section 164(2)(a) if any filing defaults exist.

Yes. The ROC requires confirmation that the company has no outstanding GST obligations. Under Rule 20 of the CGST Rules 2017, the taxpayer must file Form GSTR-10 (final return) within three months of the effective date of GST cancellation. An active but un-surrendered GSTIN, pending GSTR filings, or outstanding GST dues will block ROC processing of the strike-off application.

Strike-off does not extinguish tax liability. Under Section 179 of the Income Tax Act 1961 (governing FY 2025-26 and earlier), every person who was a director when tax was recoverable is jointly and severally liable if the company assets are insufficient. For Tax Year 2026-27 onwards under the Income Tax Act 2025, the equivalent provision is Section 161. All pending ITRs, TDS returns (Forms 24Q/26Q), and any outstanding demand must be cleared before STK-2 is filed.

Yes. Under Section 252 of the Companies Act 2013, any member, creditor, workman, or the Registrar may apply to the NCLT for restoration within 20 years of the date of publication of the striking-off notice in the Official Gazette. On restoration the company is deemed to have continued in existence as if never struck off. Restoration requires payment of all pending annual filing penalties and compliance arrears, including any compounding fees under Section 441 of the Companies Act 2013.