Close a Private Limitedcompany in India.
The voluntary strike-off route for inactive Private Limited companies. End-to-end in three to four months — the affidavits, indemnities, special resolution, and the Form STK-2 application drafted, filed, and certified by a Practising Company Secretary.
How a strike-off works
From eligibility check to dissolution order.
Two ways a company can be closed
A Private Limited company in India can be closed two ways — strike-off or winding-up. They sound similar but apply in very different situations.
The lighter route. The company has stopped operating, owes nothing, has no court cases pending. We file a short application, the Ministry publishes a 30-day public notice, and the company is removed from the register. 3–4 months end-to-end. This is what most closures use.
The heavier route. The company still has assets to distribute, creditors to settle, or shareholders who want a formal liquidation. A licensed Insolvency Professional takes over, sells assets, pays debts, distributes the surplus to shareholders, then files the closure with the tribunal. 9–18 months end-to-end.
This page is about the strike-off route. If your company still has operations, debts, lawsuits, or assets, strike-off is not available — reach out and we'll scope a winding-up engagement separately.
Who can use the voluntary strike-off route
The Companies Act sets five conditions. All five must be met for the strike-off application to be admitted.
- i.
No business for two financial years
No operations, no sales, no commercial activity for the two financial years before the application. A company that has never started business is also eligible if at least one year has passed since incorporation.
- ii.
No assets, no debts
Bank accounts closed. Any remaining assets disposed of or written off. Any remaining debts — to directors, suppliers, tax authorities, anyone — either paid off in full or covered by a written promise from the directors to pay them personally if claimed later.
- iii.
No pending lawsuits or tax disputes
If the company is party to any court case, arbitration, tribunal proceeding, or open tax assessment, the application is rejected. These have to be resolved first.
- iv.
All annual filings up to date
Any overdue annual returns or financial statements must be filed first — or a declaration provided that no business was carried on. Late-filing fees apply.
- v.
Shareholders' approval (75% by value)
Shareholders must pass a special resolution authorising the closure. Either at a general meeting or by written consent of members holding at least 75% of paid-up share capital.
Documents you will need to send
For each director
- Self-attested PAN and Aadhaar
- Latest address proof — bank statement or utility bill, less than two months old
- Digital signature (DSC) — we'll let you know if a renewal is needed before filing
- Director's affidavit (Form STK-3) and indemnity (Form STK-4) — drafted by us, signed and notarised by the director
For the company
- PAN of the company
- Bank account closure certificate from every bank the company held an account with
- Statement of accounts certified by a Chartered Accountant, dated within 30 days of the application
- Income-tax return acknowledgements for the past two financial years (or a NIL declaration if none were filed)
- Acknowledgement copies of the annual returns (MGT-7) and financial statements (AOC-4) for the past two years
Drafted on your behalf
The legal documents themselves are prepared by us as part of the engagement. You only sign and notarise.
- Special resolution authorising the strike-off
- Notice and minutes of the general meeting
- Form STK-2 — the strike-off application
- Form STK-3 (indemnity bond) and Form STK-4 (affidavit) for each director
From engagement to dissolution
The bulk of the work falls in the first three weeks. The remaining two to three months is the Registrar's public-notice window — out of our hands.
- Days 1–3
Eligibility check and engagement
Each of the five qualifying conditions is checked against the company's records — bank balances, pending litigation, tax position, annual filings, related-party balances. If everything clears, the document checklist arrives the same day.
- Days 4–10
Pending compliance cleared
Any overdue annual returns or financial statements are filed first. Bank accounts that are still open are closed. The CA-certified statement of accounts is prepared. This is where most engagements actually wait — usually for bank-side processes.
- Days 11–17
Resolutions, affidavits, indemnities drafted
The special resolution, the general-meeting documents, each director's affidavit (STK-4), and each director's indemnity (STK-3) are drafted for review. Directors sign on plain paper; affidavits are notarised in front of a notary public.
- Days 18–25
Strike-off application filed
Form STK-2 is filed with the Ministry, signed by a Practising Company Secretary, with the special resolution and all supporting documents attached. The ₹10,000 government fee is paid through the portal.
- Days 25–55
Public notice in the Gazette
The Registrar publishes a public notice in the Official Gazette inviting any objection from creditors, tax authorities, or others. The window is 30 days.
- Days 55–120
Strike-off order issued
If no objection is received, the Registrar issues the final order striking the company's name from the register. The company is dissolved with effect from the date of the order. The order is published in the Gazette and delivered to your dashboard.
Our fee
₹10,000flat for a standard strike-off engagement.
Government fee and pass-through items are separate and shown transparently before payment.
- Government filing fee on Form STK-2₹10,000
- Notary fees on affidavits (per director)₹200–500
- CA fee for the certified statement of accounts₹3,000–7,000
- Late-filing fee for overdue annual returns, if any₹100/day, per form
What changes once the company is dissolved
The strike-off order ends the company's legal existence. From the date of the order, the company no longer exists for any future business — but a few obligations continue for the directors and former shareholders.
The company is no longer a legal person
The company's identity number is marked 'struck off' in the Ministry's records. It can no longer hold property, sign contracts, sue, or be sued. Anything left in the company's name at that date passes to the central government.
Directors still answer for past acts
Strike-off doesn't erase what happened before. Any tax demand, contract dispute, or regulatory claim tied to the company's pre-closure period can still be pursued against the directors personally — backed by the written promise (indemnity) each director signed as part of the application.
Directors stay free to serve on other boards
Because this was a voluntary, clean closure with filings up-to-date, no five-year board ban kicks in. The directors can continue to lead other companies, raise capital, and take board positions.
GST, professional tax, and other registrations remain open
Strike-off only closes the Companies Act registration. Any GST, professional tax, employee provident fund (EPFO), employee state insurance (ESIC), or trade-licence registration the company held has to be cancelled separately. We bundle these as add-ons inside the same engagement on request.
Understanding strike-off
The legal background — read at your pace, in any order.
What strike-off actually does
A strike-off is not a winding-up. The distinction matters because the two have different legal effects, different cost profiles, and very different timelines.
The name is removed from the register
The Ministry's records flag the company's identity number as 'struck off'. It stops showing up in due-diligence reports and credit-bureau searches as an active company.
It stops being a legal person
The company can no longer sign contracts, hold property, or sue or be sued. It exists only in the historical record.
Past debts don't disappear
Anyone with a valid claim from before the strike-off can still pursue it against the directors or former shareholders — within the time limit allowed by law and subject to the indemnities given. Strike-off doesn't wipe history; it just stops the company being a vehicle for fresh business.
Anything left behind goes to the government
Any property still in the company's name on the date of strike-off — bank balance, equipment, real estate, IP — passes to the central government. This is why every asset has to be disposed of before the application is filed.
Strike-off vs voluntary winding-up
Choosing between strike-off and voluntary winding-up usually comes down to whether the company has anything to distribute. The table below sets out the difference at a glance.
| Strike-off | Voluntary winding-up | |
|---|---|---|
| Governing law | Section 248 of the Companies Act, 2013 | Insolvency and Bankruptcy Code, 2016 |
| Suitable when | Company is dormant — no assets, no liabilities, no operations | Company has assets to distribute, creditors to pay, or shareholders requiring formal liquidation |
| Who runs the process | The directors, supported by the PCS firm | A licensed Insolvency Professional (IP) appointed by shareholders |
| Where it's filed | Registrar of Companies (Form STK-2) | National Company Law Tribunal (NCLT) |
| End-to-end timeline | 3–4 months | 9–18 months |
| Government fee | ₹10,000 + small CA fee | Tribunal fees + IP fees, typically ₹2–6 lakh |
| Effect on directors | No disqualification, free to serve elsewhere | No disqualification (winding-up is honourable) |
| What happens to surplus | Goes to the central government (must be nil at filing anyway) | Distributed to shareholders after creditors are paid |
For most founders sitting on a quiet shell company, strike-off is the right route. For a company that has wound down operations but still holds property or cash, winding-up is the right route — trying to force-fit strike-off by writing off the assets rarely ends well.
Director exposure after the company is gone
A common misconception is that strike-off wipes out every obligation the company ever had. It doesn't. Four things continue beyond the closure that are worth knowing.
If the Income Tax Department raises a demand for a year before the strike-off — even years later — it can pursue the demand against the directors personally if it can show the unpaid tax can be tied to the director's role. The indemnity each director signed in the application is the legal acknowledgement of this.
If the company was party to a lease, supplier agreement, or customer guarantee that wasn't properly terminated before strike-off, the other side can come after the directors as 'persons in control at the time of closure'. We close every identifiable contract during the engagement to avoid this.
Penalties under foreign-exchange rules, GST, EPFO, or labour law for the period before strike-off remain enforceable against the directors of record at that time. Strike-off is not a regulatory amnesty.
If a director personally guaranteed a bank loan or a supplier credit line — common for working-capital loans — the guarantee survives the strike-off. The bank can call on it regardless of whether the company still exists.
Revival within 20 years
The Companies Act lets a struck-off company be brought back within 20 years of the strike-off, by petition to the National Company Law Tribunal. Common reasons:
- A property still sits in the company's name and needs to be transferred or sold.
- A creditor or tax authority surfaces with a claim that can only be settled if the company is alive.
- A forgotten bank balance or fixed deposit needs to be retrieved.
- The original strike-off had a procedural defect and needs to be redone cleanly.
Revival is a separate engagement. Not commonly needed when the original strike-off is done carefully.
The dormant-company alternative
If you want to pause the company rather than close it — to hold a potentially valuable asset, or to keep the incorporation date for future use — dormant status is the right move. The Registrar grants it on a short application, and the company stays alive with drastically reduced compliance.
The company stays alive
Its identity number and corporate identity remain on record. It can be reactivated any time, no tribunal petition needed.
Compliance drops sharply
Annual filings come down to two short forms and a NIL income-tax return. No board meetings, no audit, no AGM in most cases. Yearly cost falls from around ₹15,000 to around ₹3,000.
Conditions to keep dormant status
No business activity, no employees, no revenue, no operating bank movement — only basic statutory payments. If any of that changes, the company must come back to active status before doing anything.
The trade-off
Cheaper than closing and reincorporating later, if there's a real chance the company will operate again. But it carries a small ongoing cost, and the directors must keep up the reduced filings or risk the Registrar striking it off involuntarily.
Dormant conversion is a separate engagement. If you're unsure whether to close or pause, mention it in the briefing and we'll work through the choice.
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- i.
Fill the online form
Save and resume anytime. No pressure to finish in one sitting.
- ii.
Review the scope and fee
The exact all-in fee, the timeline, and what's included appear together before any payment.
- iii.
Filing begins
Your dashboard tracks every step. Every form is signed and certified by a Practising Company Secretary.