Closing a company by strike-off: eligibility, the C-PACE timeline, and the filings you must clear first

Section 248(2) of the Companies Act, 2013 lets a company apply to have its name removed from the register if it has not commenced business within one year of incorporation, or has not carried on any business for the two preceding financial years and has not applied for dormant status. The application needs a special resolution, or the consent of holders of 75 percent of the paid-up capital, and the company must first extinguish all its liabilities.

The route is closed to listed companies, section 8 companies, companies that have been delisted for non-compliance, companies with charges outstanding on the register, companies where an inspection, investigation or prosecution is pending, companies that have accepted deposits still outstanding, and companies that in the last three months have changed their name or registered office, disposed of property for value, or engaged in any activity other than winding down.

Since 2023 the rules require that the annual accounts and annual return be filed up to the end of the financial year in which the company ceased business before Form STK-2 is accepted. A company that stopped trading in 2023 but never filed for FY 2022-23 must file that year first, with the additional fee of ₹100 a day per form that has accrued since.

This is where the cost of a strike-off is decided. A company current on its filings pays the ₹10,000 government fee plus professional fees and the notarial costs of the affidavits. A company three years in arrears can face several lakh in additional fees before the application is even filed, and its directors risk disqualification under section 164(2) if the default runs to three consecutive years. Our annual compliance team clears the backlog first; there is no way around it.

1. Cancel the GST registration and file the final return in GSTR-10; the department will otherwise keep issuing notices to a company that no longer exists.
2. Close every bank account and obtain the closure letter. STK-8 must show nil balances.
3. Settle or write off all creditors, and collect or write off all debtors, so that the statement of accounts is genuinely nil.
4. Surrender licences and registrations: Shops and Establishment, professional tax, IEC, FSSAI, EPFO and ESIC if registered.
5. File the income-tax return for the final year, and the TDS statements for any quarter in which tax was deducted.
6. Hold the board meeting and the general meeting, or collect the shareholder consents.

Since May 2023 every voluntary strike-off is processed by the Centre for Processing Accelerated Corporate Exit at the Indian Institute of Corporate Affairs, Manesar, rather than by the regional Registrars. C-PACE examines the application, may issue a resubmission notice where documents are deficient, and then publishes a notice in Form STK-6 in the Official Gazette and on the MCA website inviting objections within 30 days.

If no objection is received, the Registrar strikes the name off and publishes the dissolution notice in Form STK-7. The rules target completion within 60 working days of acceptance; in practice, applications that need no resubmission are closing in roughly two to three months, and those that bounce once take five or six. Once dissolved, the company ceases to exist, though the liability of directors and members for acts before dissolution continues, which is what the STK-3 bond secures.

The MCA has from time to time run schemes that reduce the STK-2 fee; the Companies Compliance Facilitation Scheme, 2026 offered the form at 25 percent of the normal fee during its window. Check the current MCA notifications before paying the full amount.

Dormant status under section 455 suits a company that may trade again: minimal filings, the name preserved, and revival by application. Voluntary liquidation under section 59 of the Insolvency and Bankruptcy Code is the route for a solvent company that still has assets to distribute; strike-off requires a nil balance sheet and cannot be used to distribute anything. A limited liability partnership closes through its own Form 24 rather than STK-2; see our LLP closure page.

A struck-off company can be restored by the National Company Law Tribunal on application by the company, a member, a creditor or the Registrar within three years of dissolution, and up to twenty years on the Registrar’s application where the strike-off is found to have been obtained on false information. The affidavit in STK-4 is sworn; it is not a formality.

Forms are filed on the MCA portal. Our strike-off service clears the backlog, prepares the affidavits and statement of accounts, and files and follows the application with C-PACE, from ₹4,999.