It is known to everyone that, while the incorporation of a Company, Promoter is always having a long vision to run its business. However, in certain situations due to some grounds, there is a need to close the Company.
As there is a specific procedure for the incorporation of a Company, likewise there is a specific procedure to close (Striking off) the Company, as mentioned below.
Two methods for striking the name of the Company.
- By ROC Suo Moto action in form STK-1 u/s 248(1)
- By Company –Making an application to ROC in form STK-2 u/s 248(2)
METHOD 1: STRIKE OFF THE NAME OF THE COMPANY** BY ROC -Suo Moto action u/s 248(1)
ROC send a notice*, about his intention (the reason for removal of the name of the Company) to remove the name of the Company from the Registers of Company, to
GROUND FOR STRIKING OF THE NAME OF THE COMPANY BY ROC U/S 248(1)
Where the Registrar has reasonable cause to believe that-
- The business of the Company not commenced within 1 year from the date of its incorporation; or
- For a period of two immediately preceding years, Company not carrying any business or operation
Application for obtaining the status of a Dormant Company not made u/s 455; or
- A subscriber to the MOA not paid subscription money + Form INC-20A (as mention u/s 10A)-not filed with ROC within 180 days from its Incorporation; or
- The company not carrying any business or operations, and he may cause physical verification of the Registered office of the Company and default is found to be made in Complying with the Compliances of section 12.
Please Note: The ROC shall not remove the name of the categories Companies (as mentioned in Rule 3), from the register of Companies.
METHOD 2: STRIKE OFF THE NAME OF THE COMPANY –BY MAKING AN APPLICATION TO ROC IN FORM STK-2 U/S 248(2)-with Fees of Rs. 10,000/-
GROUND FOR STRIKING OF THE NAME OF THE COMPANY U/s 248(2): All or any of the above, as mentioned in section248 (1).
(*The notice shall be issued in the Notification in the official gazette, for the information of the General public)
U/s 248(5), Registrar may strike off the name of the Company, at the expiry of the time mentioned in the notice, and shall publish a notice in notification in the Official Gazette, in form STK-7, and the Company stand Dissolved.
- Section 248(2) of the Companies Act, shall not apply to a Company, registered under section-8.
- The assets of the Company shall be available for the payment of discharge of its liabilities and obligations, even after the date of the order of removing the name of the Company from the register of Companies.
- The liability of every director, manager or another officer (if any), shall continue and may be enforced as if the Company had not dissolved.
- The application of notice shall be placed on the website of the Company, if any, till the disposal of the Application.
- Nothing shall affect the power of Tribunal, to wind up a company the name of which has been struck off from the register of Companies.
- No annual filing of the Company is pending before filing STK-2.
DOCUMENT REQUIRED FOR FILING E-FORM STK-2:
- Indemnity Bond in form STK-3: Duly notarized by every director;
- Statement of Accounts in form STK-8: Certified by CA, containing assets and liabilities of the Company made up to a day, not more than 30 days before the date of application;
- Affidavit in form STK-4: By every director of the Company;
- Copy of the Special Resolution or Consent of 75% of the member of the Company in terms of Paid-up share Capital: Certified by every director of the Company.
- Statement regarding pending litigation, if any, involving the Company.
- E- form STK-2 shall be signed by a director, duly authorized by the Board in their behalf;
- In case, the duly authorized director does not have a registered digital signature, the director shall sign the physical copy of form STK-2, and shall attach it with the e-form STK-2 while uploading the form.
- CERTIFICATION OF E-FROM STK-2: E-form STK-2 shall be certified by Practicing CA, or Practicing CS, or Practicing Cost Accountant, as the case may be.
Disclaimer: This disclaimer informs that the views, thoughts, and opinions expressed are solely to the author of this Article and not do not represent the opinions of any other, whatsoever with which I have been, am now, or will be affiliated.
Thanks & Best Regards
CS Riya Khurana
Contact No.: 8810649870
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