Strike off your company - close it cleanly, completely
Closing a company the right way protects directors from future liabilities. We handle STK-2 filing, ROC notices, creditor objections, and the final strike-off order. Fast Track Exit (FTE) for compliant companies. Voluntary strike-off for dormant companies. Most cases complete in 30-60 days.
Strike Off Company
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The key facts, in one place
Everything a founder usually has to piece together from five different pages, in one place.
- Governing sections
- Section 248 & Section 252Companies Act, 2013
- Applicable form
- Form STK-2Filed with ROC
- Fast Track Exit (FTE)
- Available for eligible companiesSimplified process
- Voluntary strike off
- Company-initiated via STK-2Section 248(1)
- ROC-initiated strike off
- ROC can strike off under Section 248(2)For non-compliant companies
- Objection period
- 30 days from noticeCreditors/ members can object
- Director liability
- Survives strike off for pre-closure debtsPersonal liability protection limited
- Revival window
- 20 years from strike-offSection 252
- Our fee from
- ₹4,999End-to-end strike off
What is striking off a company?
Striking off a company is the process of removing its name from the Register of Companies maintained by the Registrar of Companies (ROC). Once struck off, the company ceases to exist as a legal entity - its CIN is deactivated, its PAN is frozen, its bank accounts are blocked, and it cannot enter into contracts or own property.
Under the Companies Act, 2013, a company can be struck off through two routes: (a) Voluntary strike-off (Section 248(1)) - initiated by the company itself through Form STK-2, and (b) ROC-initiated strike-off (Section 248(2)) - initiated by the ROC for companies that have not filed annual returns or financial statements for two consecutive years.
The Fast Track Exit (FTE) mode is available for companies that: have no secured creditors, have no pending compliance liabilities, have nil or very low paid-up capital, and have not commenced business or have ceased operations. FTE simplifies the process by reducing documentation and eliminating public notice requirements for eligible companies.
It is critical to understand that striking off does not automatically extinguish director liability. Directors remain personally liable for debts, obligations, and legal proceedings that arose before the strike-off. Creditors can still pursue directors for recovery. We advise on liability management as part of our strike-off service.
Voluntary strike-off vs ROC-initiated strike-off
Companies can be struck off voluntarily or by the ROC. The processes, timelines, and implications differ.
| Aspect | Voluntary Strike Off (Section 248(1)) | ROC-Initiated Strike Off (Section 248(2)) |
|---|---|---|
| Initiated by | Company (via Form STK-2) | Registrar of Companies (ROC) |
| Trigger | Company decides to close | 2 years of non-filing (MGT-7 + AOC-4) |
| Public notice | Required (30-day newspaper publication) | ROC issues STK-2 notice |
| Creditor objection | 30-day window to object | 30-day window to object |
| Director control | Company controls the process | ROC controls - company must respond to notice |
| Asset distribution | ✓ Can distribute assets before strike off | ✕ Assets held by ROC after strike off |
| Liability clarity | Better - directors can settle debts first | Riskier - ROC strike-off may surprise creditors |
| Typical timeline | ✓ 30-45 days | ✕ 60-90 days |
Who should strike off a company?
Strike-off is appropriate for companies that are no longer operating and want to close cleanly.
- Company has ceased business operations and has no plans to resume
- Company has no outstanding debts, loans, or legal obligations
- Founders want to close the company rather than let it accumulate compliance penalties
- Company is dormant (no operations since incorporation) and founders want a clean exit
- Startup that failed but wants to formally close rather than leave the company active
- Group company being wound down as part of restructuring
Common strike-off scenarios by sector
Failed Startups
- No longer operational, no funding
- Want to close rather than pay annual compliance
- Founders moving on to new ventures
Dormant Shell Companies
- Incorporated for a specific purpose that is now complete
- No operations, no assets, no liabilities
- Saving on annual ROC filing fees (₹5,000-₹20,000/year)
Group Restructuring
- Company merged into another entity
- Duplicate company no longer needed
- Part of group consolidation
Name Squatting Cleanup
- Registered names that are no longer needed
- Prevent future compliance obligations
- Clean up corporate structure before new ventures
What does not qualify
- ✕Companies with outstanding loans or secured debts (settle debts before striking off)
- ✕Companies with ongoing legal proceedings (resolve or transfer proceedings first)
- ✕Companies with significant assets that need to be distributed (consider winding up instead)
- ✕Companies under investigation by ROC, SEBI, or other authorities
Is your company eligible for strike off?
Check these criteria to understand your strike-off options.
Has your company ceased all business operations?
Does your company have zero outstanding debts and liabilities?
Are all ROC annual filings up to date?
3 questions to go
Nothing is submitted and nothing is stored, the check runs entirely in your browser.
Documents required for company strike off
Common to every entity
- Board resolution authorizing strike offMandatory
- Statement of accounts (latest audited or unaudited)Mandatory
- List of creditors with amounts dueMandatory
- Indemnity bond from directorsMandatory
- Statement of assets and liabilitiesMandatory
- Special resolution (if required by AoA)
- DIN and DSC of all directorsMandatory
- No-objection from all shareholdersMandatory
Entity-specific
| Entity | Additional documents |
|---|---|
| Private Limited Company | Board resolution, indemnity bond, statement of accounts, creditor list, asset-liability statement, STK-2 form, director DIN/DSC |
| Public Limited Company | Same as Pvt Ltd plus: shareholder approval through special resolution, stock exchange intimation (if listed), audited accounts |
| Section 8 Company | Same as Pvt Ltd plus: approval from Central Government (if required by AoA), asset transfer to another Section 8 or charitable trust |
Get the strike-off checklist as a PDF
A one-page checklist for voluntary company strike off.
How company strike-off works
The voluntary strike-off process under Section 248(1) is straightforward when the company is fully compliant.
Eligibility check
We verify that your company has no outstanding ROC filings, no secured creditors, no pending legal proceedings, and all assets have been distributed or plans are in place. We also check if your company qualifies for Fast Track Exit (FTE) for an even simpler process.
Board resolution
The board passes a resolution approving the strike-off. If the AoA requires a special resolution for winding up, shareholders must also approve. The board resolution authorizes the directors to proceed with Form STK-2 filing.
Indemnity bond and creditor clearance
All directors sign an indemnity bond undertaking to settle any liabilities that may arise after strike-off. We obtain NoC from all known creditors. If there are secured creditors, we obtain their consent as well.
Form STK-2 filing
We prepare and file Form STK-2 with the ROC along with: the board resolution, indemnity bond, creditor list, statement of accounts, asset-liability statement, and all supporting documents. The form is digitally signed by all directors.
ROC notice and objection period
The ROC publishes a notice of the strike-off application on its website and in a local newspaper. A 30-day objection period begins. If no objections are received, the ROC proceeds with the strike-off. If objections are raised, we negotiate or address them.
Strike-off order
After the objection period lapses without objection (or after objections are resolved), the ROC issues a strike-off order under Section 248(1). The company's name is removed from the register. The CIN becomes inactive and the company ceases to exist.
Striking off a company is a serious decision with long-term consequences for directors. Directors remain liable for pre-strike-off debts. Before proceeding, we conduct a full liability assessment and advise on any risks. If the company has significant assets, consider winding up under NCLT instead for a cleaner asset distribution.
How long does company strike-off take?
Voluntary strike-off via Form STK-2 is relatively quick when the company is fully compliant.
| Stage | Duration |
|---|---|
| Eligibility check & document gathering | 3-5 days |
| Board resolution + indemnity bond | 3-5 days |
| Form STK-2 preparation and filing | 2-3 days |
| ROC notice publication (30-day objection) | 30 days |
| ROC processing + strike-off order | 5-15 days |
Total: 30-60 days for a clean voluntary strike-off. If objections are raised, add 15-30 days for resolution. If the ROC initiates strike-off (Section 248(2)), the company has only 30 days to respond, making it more urgent.
What it costs
Strike-off fees are modest. Our fee covers the entire process from eligibility check to final order.
Basic
Voluntary strike-off (STK-2)
- Eligibility assessment
- Board resolution drafting
- Indemnity bond preparation
- Form STK-2 preparation and filing
- ROC follow-up
- Email support
Standard
Strike-off with objection management
- Everything in Basic
- Creditor NOC coordination
- Objection handling and negotiation
- DIN/DSC of all directors verified
- ROC notice response
- Phone support throughout
Premium
Complete wind-down package
- Everything in Standard
- GST cancellation
- Bank account closure coordination
- Asset distribution guidance
- Director liability assessment
- Post-strike-off compliance report
Full fee breakdown
| Particulars | Government fee | Professional fee |
|---|---|---|
| Form STK-2 (strike off application) | Nil | Included |
| ROC processing fee | Nil | Included |
| Newspaper publication (notice) | ₹1,000-3,000 | Coordination included |
| GST cancellation (if applicable) | Nil | Included in Premium |
| Professional fee - Basic plan | Nil | ₹4,999 |
| Professional fee - Standard plan | Nil | ₹8,999 |
| Professional fee - Premium plan | Nil | ₹14,999 |
Not included in any tier:
- ✕ Outstanding ROC fees and penalties (must be cleared before strike-off)
- ✕ GST cancellation fees
- ✕ Bank account closure charges
- ✕ Legal fees for resolving creditor disputes
Which strike-off route do you need?
Answer three quick questions and we will recommend the right approach.
What is your company's current status?
Does your company have significant assets?
Are your annual filings up to date?
Why strike off properly rather than abandon?
Director protection
- Proper strike-off with indemnity bond limits future liability for directors(Section 248(5), Companies Act 2013)
- Creditor objections are formally addressed during the 30-day window
- Directors' DIN is not disqualified for a properly struck off company
Clean exit
- No accumulating annual compliance fees (MGT-7, AOC-4, DIR-3 KYC)
- No risk of ROC-initiated strike-off with higher penalties
- Directors are free to start new companies without disqualification
Asset management
- Assets can be distributed to shareholders before strike-off
- Bank accounts can be formally closed
- GST, TAN, and other licenses can be cancelled cleanly
Future flexibility
- If the business idea revives, a new company can be registered with the same or different name
- Directors maintain a clean compliance record
- No dormant company accumulating hidden penalties
Strike-off vs winding up: which to choose?
- Strike-off is for companies with no or minimal assets. If your company has significant assets (property, investments, IP), striking off transfers unclaimed assets to the government after a period. Winding up under NCLT ensures proper asset distribution to shareholders and creditors. Strike-off is appropriate for shell/dormant companies with no meaningful assets.
- Director liability does not end with strike-off. Striking off a company does not extinguish pre-existing debts and obligations. Creditors can still pursue directors for recovery of pre-strike-off debts. Ensure all known creditors are settled before striking off. The indemnity bond signed by directors does not protect against fraud or willful default.
- Fast Track Exit (FTE) saves time for clean companies. If your company has been dormant, has no secured creditors, has filed all annual returns, and has nil or very low paid-up capital, you may qualify for FTE. FTE eliminates the 30-day public notice requirement and simplifies the process significantly. Our CA assesses FTE eligibility before recommending the approach.
Common mistakes during company strike-off
Striking off a company with outstanding debts
Settle all known debts and obtain creditor NoCs before filing. Striking off does not protect directors from creditor claims for pre-strike-off debts.
Ignoring the ROC-initiated strike-off notice
If ROC sends an STK-2 notice under Section 248(2), you have only 30 days to respond with Form STK-2 or show cause. Ignoring the notice leads to automatic strike-off with no control over the process.
Not distributing assets before strike-off
Once struck off, assets become government property after a statutory period. Distribute all assets to shareholders before striking off, with proper board resolution and documentation.
Leaving GST and other registrations active
Cancel GST registration, TAN, and other licenses before striking off. Active registrations on a struck off company trigger compliance notices and penalties from other departments.
Not updating bank accounts
Close or freeze all bank accounts before striking off. An active bank account on a struck off company is a compliance and liability risk.
Every rejection above has a fix - most come down to how the innovation note is written, not the business itself. Most applicants don't know that until after the rejection.
If you have already been rejected, or want to make sure it does not happen, the 15-minute call below is the fastest path.
Pre-strike-off compliance checklist
Before filing Form STK-2, ensure all these items are addressed.
| Form | Trigger | Due date |
|---|---|---|
| All annual returns (MGT-7) | All years since incorporation | File before STK-2 |
| All financial statements (AOC-4) | All years since incorporation | File before STK-2 |
| DIR-3 KYC (all directors) | Current year | File before STK-2 |
| GST cancellation | Before strike-off | File before STK-2 |
| Bank account closure | Before strike-off | Before STK-2 |
| Creditor settlement | Before strike-off | Before STK-2 |
| Asset distribution | Before strike-off | Via board resolution |
Need help clearing outstanding compliance before strike-off? We can help. see annual compliance plans.
How Bizeneed is different
Frequently asked questions
Striking off a company means removing its name from the Register of Companies maintained by the ROC. Once struck off, the company ceases to exist as a legal entity. Its CIN is deactivated, PAN is frozen, bank accounts are blocked, and it cannot enter into contracts, own property, or sue/be sued in its name.
Strike-off (Section 248) is a simplified process for closing dormant companies with minimal assets and liabilities. Winding up (Section 270+) is a formal NCLT-supervised process for companies with significant assets, multiple creditors, or complex liabilities. Winding up ensures proper asset distribution but takes 1-3 years and costs significantly more. Strike-off takes 30-60 days and costs less.
Fast Track Exit (FTE) is a simplified strike-off process available for companies that meet specific criteria: no secured creditors, nil or very low paid-up capital, no pending compliance liabilities, and either never commenced business or ceased operations. FTE eliminates the 30-day public notice requirement and reduces documentation, making the process faster and cheaper.
Yes. Form STK-2 can be filed on the MCA portal by any authorized director. However, a poorly prepared application can be rejected, leading to delays and additional costs. Common rejection reasons: incomplete documents, outstanding ROC fees, missing indemnity bond, or creditor objections not properly addressed. Our CA team minimizes these risks.
After strike-off, the company's assets are held by the ROC for a statutory period. If no revival application is filed, the ROC may dispose of the assets and transfer the proceeds to the government. To avoid this, distribute all assets to shareholders through a board resolution before filing STK-2.
No. Striking off a company does not automatically extinguish director liability for pre-strike-off debts, obligations, or legal proceedings. Creditors can still pursue directors for recovery of dues that arose before the strike-off. Directors remain liable for fraud, willful default, and undisclosed liabilities. Proper settlement of all known debts before strike-off is essential.
Under Section 248(2), the ROC can initiate strike-off if a company fails to file annual returns or financial statements for two consecutive years. The ROC sends an STK-2 notice to the company's registered address. You have 30 days to respond by filing Form STK-2 voluntarily or showing cause against the strike-off. Our team responds to ROC notices and files STK-2 on your behalf to maintain control of the process.
Yes, under Section 252 of the Companies Act, 2013. The company, its members, creditors, or the official liquidator can apply to the NCLT for restoration within 20 years of the strike-off. Our Revival of Struck Off Company service covers this process.
Late filing of Form MGT-7 attracts a penalty of ₹500 per day (up to ₹10 lakh) under Section 137. Late filing of Form AOC-4 attracts ₹100 per day (up to ₹10 lakh). Accumulated penalties for 2+ years of non-filing can be substantial. Clear all pending filings before striking off to avoid inheriting these penalties.
Once ROC initiates strike-off (Section 248(2)), the company receives a 30-day notice. If the company does not respond or show cause, the ROC publishes a public notice and strikes off the company within 30 days of the notice period. Total timeline from ROC notice to strike-off: 60-90 days.
No. If your company has outstanding loans or credit facilities, you must settle them before striking off. The lender's consent is typically required. Striking off a company with outstanding debts does not release the company or its directors from repayment obligations. Creditors can still initiate recovery proceedings against the struck-off company and its directors.
Form STK-2 is the application for striking off a company filed with the ROC under Section 248(1) of the Companies Act, 2013. It includes: the board resolution, indemnity bond signed by all directors, statement of accounts, list of creditors, and asset-liability statement. The form is digitally signed by all directors and filed on the MCA portal.
A special resolution (75% majority) is required only if the company's Articles of Association (AoA) mandate it. Otherwise, a board resolution is sufficient. Most companies' AoA allow strike-off by board resolution. We review your AoA to determine the correct approval requirement.
The GST registration must be cancelled separately through the GST portal. A struck off company with active GST registration will continue to attract GST compliance notices and late fees. Cancel GST registration before striking off the company. Our Premium plan includes GST cancellation coordination.
Yes. Companies that have been incorporated but never commenced business can be struck off under Section 248(1). In fact, this is a common reason for strike-off - founders realize the business idea won't work and want to close cleanly rather than pay annual compliance fees indefinitely.
Written by Arjun Reddy, Corporate Closing Content Lead · Reviewed by CA Lakshmi Venkatesh, ICAI Membership 145xxx
Last updated 5 September 2026
Sources
- Ministry of Corporate Affairs
- Companies Act, 2013 - Section 248
- Form STK-2
- MCA Strike-Off Guidelines
Eligibility thresholds, statutory sections and filing deadlines on this page are verified periodically against the sources above. Tax and compliance positions can change; confirm specifics with our team or your CA before relying on them for a filing decision.
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