Strike off company

Voluntary Application to Strike off a Company

A voluntary strike off application is filed when the companys members or directors decide to close it. This is applicable when the company has no liabilities, has not been operational for two consecutive years, or has not commenced business after incorporation.

• The directors must pass a special resolution and file Form STK-2 with the ROC.
• All pending compliance, such as annual returns and financial statements, must be completed before filing.
• Consent from shareholders and no-objection certificates from regulatory authorities may be required in certain cases.
• The voluntary route allows the company to avoid prolonged winding-up proceedings.
• Accuracy in filing and supporting documents is essential to prevent rejection.

At Legal Papers India, we prepare, verify, and submit the strike off application, ensuring that the process is legally compliant and approved without unnecessary delays.

Strike off Company Name by ROC

The Registrar of Companies can strike off a companys name on its own motion if the company is not in operation.

• This can happen if the company fails to file statutory returns for two consecutive financial years or has not commenced business within the prescribed time.
   
• The ROC will send a notice to the company and its directors, giving them the opportunity to respond.
   
• If no satisfactory reply is received, the ROC can proceed with removing the companys name from its register.
   
• This is known as compulsory strike off.
   
• The ROC must follow due process, including publication of the notice in the Official Gazette.
   
• Once completed, the company is legally dissolved.
   
• Legal Papers India offers professional representation to respond to ROC notices and safeguard the interests of the companys directors and shareholders during such proceedings.

Documents Required for Strike off Company

• Duly signed Form STK-2
   
• Board resolution approving strike off
   
• Shareholders consent (if required)
   
• Statement of accounts (certified by a Chartered Accountant, not older than 30 days from the application date)
   
• Affidavit by directors confirming absence of liabilities (notarised)
   
• Indemnity bond by directors (notarised)
   
• Copy of PAN card of the company
   
• Copy of Certificate of Incorporation

Procedure for Strike off Company Name

• Board Resolution
  The board must approve the decision to apply for strike off and authorize a director to sign the application.
   
• Shareholders Approval
  A special resolution must be passed by shareholders to confirm closure of the company.
   
• Clearance of Liabilities
  All debts, dues, and statutory liabilities must be cleared before application.
   
• Preparation of Documents
  Required forms, affidavits, indemnity bonds, and financial statements must be prepared.
   
• Filing with ROC
  Submit Form STK-2 along with documents and prescribed fees to the ROC.
   
• Final Dissolution Notice 
  ROC publishes notice in the Official Gazette confirming the companys dissolution.

Effect of Company Notified as Dissolved

Once a company is notified as dissolved, it ceases to exist as a legal entity.

• All rights, obligations, and operations are terminated.
   
• The companys assets, if any, may vest with the government.
   
• It cannot carry on any business or enter into contracts.
   
• Directors are released from their duties, but they remain liable for any offences committed before dissolution.
   
• Bank accounts of the company are closed, and all registrations such as GST, PF, or ESIC are cancelled.
   
• Creditors cannot initiate legal proceedings against the company after dissolution unless the court restores it.
   
• Legal Papers India ensures the strike off process is completed in a way that prevents post-dissolution disputes or liabilities for directors and shareholders.

Terms Before Apply

Before applying for a strike off, ensure that the company has no outstanding debts, dues, or legal proceedings.

• All statutory filings, including annual returns and income tax returns, should be completed.
   
• Bank accounts must be closed, and assets should be disposed of in accordance with law.
   
• The directors should ensure that the company is not involved in any ongoing investigation.
   
• Affidavits confirming the absence of liabilities are mandatory. Failure to meet these requirements can lead to rejection of the application or legal consequences later.
   
• Legal Papers India conducts a thorough compliance check to ensure that the company meets all eligibility conditions before proceeding with the strike off application, reducing the risk of delays or penalties

Strike-off Company Status

After filing the application, the status of the strike off can be tracked through the Ministry of Corporate Affairs (MCA) portal.

• The status will indicate whether the application is pending, under review, or approved.
   
• If the ROC requires additional documents or clarifications, the status will reflect this, and timely response is necessary to avoid rejection.
   
• Once approved, the MCA records will show the company as Dissolved.
   
• It is important to retain the dissolution certificate as proof of closure.
   
• Legal Papers India monitors the application status closely and communicates updates to clients, ensuring that any issues raised by the ROC are addressed promptly for a smooth completion of the process.