Close a Private Limitedcompany in India.

The mechanics of a strike-off are the same regardless of the reason, but the situation behind it varies. These are the four patterns behind almost every Pvt Ltd closure filing:

1. i.

   A solo or small business decided to wind down

   A single-founder or two-founder company where the business simply did not work out, or where the founder moved on to something else. No active operations for the past two financial years, no debts, no ongoing customer contracts. Rule 4 of the Removal of Names Rules 2016 covers this.

   Close a dormant company→
2. ii.

   Founders parted ways and the company is being closed

   A two-founder or small-team company where the co-founders decided to go separate ways. Instead of transferring shares or restructuring, the shareholders passed a special resolution to strike off. Everyone signs the STK-3 and STK-4; the company exits cleanly.

   Close after a co-founder split→
3. iii.

   An SPV that finished its purpose

   A special-purpose Private Limited was set up for a specific transaction, project, real-estate holding, or subsidiary structure. The transaction closed, the project ended, the holding purpose was served. There is no continuing business. Closing the SPV formally avoids ongoing MCA compliance for an entity with nothing left to do.

   Close an SPV→
4. iv.

   Restructuring into an LLP or new entity

   The business is being reorganised. Assets and operations have been transferred out (usually to a new LLP for tax reasons, or to a new Pvt Ltd for a rebranded launch), and the original shell is now dormant. Strike-off closes the old CIN so it does not carry residual compliance obligations.

   Close for restructuring→

The Companies Act sets five conditions under Section 248. All five must be met for the strike-off application to be admitted.

• No business for two financial years

  No operations, no sales, no commercial activity for the two financial years preceding the application. A company that has never started business is also eligible under Section 248(2), if at least one year has passed since incorporation.

• No assets, no liabilities

  Bank accounts closed. Any remaining assets disposed of or written off. Every remaining debt (to directors, suppliers, tax authorities, anyone) either paid off in full or covered by a written STK-3 undertaking from the directors to pay them personally if claimed later. A single unpaid invoice can void the application.

• No pending litigation or tax dispute

  If the company is a party to any court case, arbitration, tribunal proceeding, or open tax assessment (income tax, GST, EPFO, ESIC, professional tax), the application is rejected. These have to be settled or concluded first.

• All annual filings up to date

  Every AOC-4 (financial statements) and MGT-7 (annual return) for the years the company was active must be filed, with late fees paid where applicable, before STK-2 is accepted. MCA cross-checks the filing history.

• Special resolution passed by shareholders (75%)

  Shareholders holding at least 75% of paid-up share capital must pass a special resolution authorising the closure. Either at a general meeting after due notice, or by written consent. The resolution and the notice are filed as MGT-14 before or with the STK-2.

The bulk of the work falls in the first three weeks. The remaining two to three months is the Registrar's public-notice window under Section 248(1), which cannot be shortened.

1. Days 1–3

   Eligibility check and briefing

   The five qualifying conditions under Section 248 are 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.

2. Days 4–10

   Pending compliance cleared

   Any overdue AOC-4 or MGT-7 filings are caught up first. Bank accounts still open are closed and closure letters obtained. The CA-certified statement of accounts (nil balance sheet, dated within 30 days of the STK-2 filing) is prepared.

3. Days 11–17

   Special resolution, affidavits, indemnities drafted

   The special resolution authorising strike-off, the notice and minutes of the general meeting, and each director's STK-4 affidavit plus STK-3 indemnity are drafted for review. Directors sign on plain paper; the affidavits and indemnities are notarised in front of a notary public.

4. Days 18–25

   Form STK-2 filed with MCA

   Form STK-2 is filed with the Registrar of Companies, signed by a Practising Company Secretary, with the special resolution, statement of accounts, STK-3 indemnities, STK-4 affidavits, bank closure letters, and the past two years' AOC-4/MGT-7 attached. The ₹10,000 government fee is paid on the portal.

5. Days 25–90

   Public notice period (Form STK-5 / STK-6)

   The Registrar publishes a public notice (STK-5 to the company, STK-6 in the Official Gazette and on the MCA portal) inviting objection from creditors, tax authorities, or others. The window is 30 days.

6. Days 90–120

   Strike-off order (Form STK-7)

   If no objection is received, the Registrar issues the strike-off order in Form STK-7. The company is dissolved with effect from the date of the order. The order is published in the Gazette and delivered to your dashboard.

Once Form STK-7 is issued, the company legally ceases to exist. But the closure of the entity does not close every associated record automatically. A few housekeeping items follow.

• CIN struck off on MCA
  The company's Corporate Identity Number is flagged 'struck off' on the MCA master data. The company can no longer hold property, sign contracts, sue, or be sued. Future annual filings (AOC-4, MGT-7) are not required from the strike-off date.
• GSTIN surrender
  GST registration is surrendered by filing GST REG-16 on the GST portal. Final GST returns for the period up to closure are filed. Any unutilised input tax credit is either claimed as refund or lapsed. Missing this leaves the GSTIN active and attracts return non-filing notices.
• PAN and TAN surrender
  The company's PAN and TAN are surrendered with the Income Tax department. The final income-tax return for the period up to the strike-off date is filed. Any refund receivable has to be claimed before surrender or it lapses to the central government.
• IEC, Udyam, and industry licences
  IEC on the DGFT portal is surrendered. Udyam registration lapses automatically with strike-off. Industry-specific licences (FSSAI, drug licence, sector regulators, professional-tax) are surrendered on their respective portals.
• Statutory records retention
  Books of account, statutory registers, minutes books, and copies of every past filing must be retained by the directors for at least eight years from the strike-off date, per Section 128(5) of the Companies Act. Records are needed in case of any post-closure inquiry.
• Personal-liability window under STK-3
  The STK-3 indemnity signed by each director remains legally operative. If any pre-existing but undisclosed liability of the company emerges within the eight-year retention period, directors can be called on to settle it personally. This is one reason the eligibility check matters.
• Director DIN status stays active
  Strike-off does not disqualify the directors under Section 164, because this was a voluntary, clean closure with filings up to date. DINs remain active. Directors are free to serve on other boards and take up new incorporations.
• MCA gazette notice and 20-year revival window
  The strike-off order is published in the Official Gazette. Under Section 252, the struck-off company can be revived by an NCLT petition within 20 years, at the instance of the company itself, a creditor, or a member.

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 under Section 455 on a short application, and the company stays alive with drastically reduced compliance.

Dormant conversion is a separate engagement. If you are unsure whether to close or pause, mention it in the briefing.

Section 252 of the Companies Act 2013 lets a struck-off company be brought back within 20 years of the strike-off, by petition to the National Company Law Tribunal. The tribunal orders restoration if it is satisfied that the company was, at the time of strike-off, actually carrying on business, or that the strike-off was in error, or that it is otherwise just to restore it. 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.

Restoration is not automatic. The applicant (usually a director, member, or a creditor who discovered a pre-existing claim after strike-off) has to file an NCLT petition with reasons, evidence, and the last available financial statements. Legal costs and tribunal fees make this a much more expensive route than avoiding strike-off in the first place.