Strike Off Company India — STK-2 Process, Documents & Fees

Overview

Every year, thousands of companies in India stop doing business but keep existing on paper. The founders moved on, the project never took off, the venture pivoted into a different entity — and the old company sits there, filing nothing, doing nothing, quietly accumulating penalties. Eventually the Registrar notices, or the directors want a clean break, and the question becomes: how do you close this company properly?

Strike-off is the answer the law designed for exactly this situation. Under Section 248 of the Companies Act, 2013, a company with no assets and no liabilities can have its name removed from the register — a simpler, cheaper exit than full liquidation. The company files Form STK-2, the Registrar publishes a public notice, and after objections are dealt with, the name is struck off and the company stands dissolved.

But "simpler" does not mean casual. The application goes to C-PACE — the Centre for Processing Accelerated Corporate Exit — a centralised Registrar with jurisdiction across India, set up under the 2023 amendments. Every director signs a notarised indemnity bond and affidavit. A practising Chartered Accountant certifies that the statement of accounts is current. And before any of that, every overdue annual return and financial statement must be brought up to date. The Registrar checks all of it before a single notice is published.

This page walks you through the whole mechanism — the grounds, the two routes to approval, every document, the exact sequence, the timelines, the fees, and the traps that get applications rejected or, worse, invite fraud liability after dissolution.

Is strike-off right for your company?

Strike-off fits when:

• The company has genuinely no business activity and no realistic plan to restart
• All liabilities are extinguished — no loans, no unpaid creditors, no outstanding statutory dues
• All assets have been disposed of or distributed, and bank accounts can be closed
• The directors want finality without the cost and machinery of formal liquidation

Strike-off does NOT fit when:

• The company owes money to anyone — creditors, lenders, tax authorities, employees. Liabilities must be zero, not "manageable"
• There are pending litigations, investigations, inspections, or prosecutions involving the company
• There are charges on the company's assets that are not yet satisfied with the Registrar
• The company has accepted public deposits that are outstanding or in default of repayment
• It is a Section 8 company — Section 8 companies cannot use the strike-off route

Consider these alternatives instead:

• Dormant company status under Section 455 — if the business may restart within five years; the company stays alive with minimal compliance
• Voluntary liquidation under the IBC — if there are assets to distribute or liabilities to settle through a proper process
• Merger or amalgamation — if the business continues inside another entity

STK-2 vs Fast Track Exit — the distinction that decides your advice

Search results still surface "Fast Track Exit" guides, and clients still ask for it. Here is the honest position: the Fast Track Exit scheme is dead. It ended on 26 December 2016, the day Section 248 of the Companies Act, 2013 came into force. Anything written about FTE today is describing history.

The differences matter because they explain why applications get rejected:

| | Fast Track Exit (2011 scheme) | Section 248 strike-off (current law) | |---|---|---| | Legal basis | MCA Circular 36/2011 | Section 248 of the Companies Act, 2013 | | Inactivity period | No business for the last one year | No business for two immediately preceding financial years | | Pending annual filings | Not required to be filed | All overdue AOC-4 and MGT-7 must be filed first | | Dormant companies | Could apply | No equivalent provision | | Status | Withdrawn 26 December 2016 | Current law, processed by C-PACE since May 2023 |

The practical consequence: under FTE, a company could walk away leaving years of unfiled returns behind it. Under Section 248, you cannot. Rule 4 of the 2016 Rules (amended 2019 and 2023) is explicit — no STK-2 application unless overdue financial statements and annual returns are filed up to the end of the financial year in which the company ceased business operations. If your company has three years of unfiled returns, those get filed (with additional fees) before strike-off begins. Budget for that.

The two-year no-business rule — explained properly

Section 248(1) lists four grounds on which a name can be struck off. A voluntary application under Section 248(2) must be made on one of these grounds. The one almost every voluntary application uses is clause (b): the company has not been carrying on any business or operation for a period of two immediately preceding financial years and has not applied for dormant status under Section 455.

Three points that get misunderstood:

"Two financial years" means complete financial years. If you apply in November 2026, the company should have had no business or operations in FY 2024-25 and FY 2025-26. A company incorporated in 2024 cannot yet satisfy this ground — which is why clause (a) exists: a company that failed to commence business within one year of incorporation can be struck off on that ground instead.

"No business or operation" is strict. The company should not be transacting. If there were sales, contracts, or active operations in those years, the ground does not honestly apply — and remember Section 248(7)'s fraud provision: an application made to evade liabilities or deceive creditors makes the persons in charge personally liable.

Dormant status is the alternative, not an obstacle. If there is any chance the company restarts within five years, Section 455 dormant status is usually the better call — minimal compliance, no dissolution, and the company can be reactivated. Strike-off is for endings, not pauses.

The other grounds — non-payment of subscription money within 180 days of incorporation, and non-operation after physical verification under Section 12(9) — are rarely the basis of voluntary applications but can be the basis of Registrar-initiated action.

Advantages of strike-off

A legal ending, not an abandoned shell

A company that simply stops filing does not disappear. It accumulates additional fees, gets flagged as non-compliant, and its directors risk disqualification under Section 164(2) for directorships in other companies. Strike-off closes the file properly — the Gazette notification is the full stop.

Far cheaper than liquidation

Voluntary liquidation under the IBC involves a liquidator, creditor meetings, advertisements, and professional fees that run into lakhs. Strike-off costs the ₹10,000 government fee plus professional charges for the filings and certifications — a fraction of liquidation, because there is nothing to liquidate.

No creditor process

Liquidation exists to pay creditors in an orderly sequence. Strike-off is only available where there are no creditors to pay. If that condition is genuinely met, the company skips the entire claims machinery.

Directors are released cleanly

After dissolution, the directors have no ongoing obligations for the company — no annual filings, no board meetings, no compliance calendar. The indemnity bond they signed only bites if the application was fraudulent.

The brand and name become available

Once struck off, the company's name is removed from the register. This matters when founders want to reuse the name for a new venture or simply want no confusion with a dead entity.

Centralised, uniform processing through C-PACE

Since the 2023 amendments, all STK-2 applications go to one Registrar — C-PACE — with pan-India jurisdiction. Processing is more uniform than the old system where each regional ROC handled its own strike-offs with its own quirks.

Documents required

Corporate approvals:

• Board resolution approving the strike-off proposal and authorising a director to complete the formalities
• Special resolution passed at a general meeting, or written consent of members holding at least 75% of the paid-up share capital — certified copy, with Form MGT-14 filed where a special resolution is passed
• EGM notice records (21 clear days' notice, or 90% shareholder consent for shorter notice)

Statutory forms (all prescribed under the 2016 Rules):

• Form STK-2 — the application itself, signed by a director authorised by the board and certified by a Company Secretary, Chartered Accountant or Cost Accountant in whole-time practice
• Form STK-8 — statement of accounts showing assets and liabilities, made up to a day not more than 30 days before the application date, certified by a practising Chartered Accountant
• Form STK-3 — indemnity bond, individually or collectively executed by the director(s), duly notarised
• Form STK-4 — affidavit sworn by every director of the company

Compliance records:

• Proof that all overdue AOC-4 and MGT-7 filings are complete up to the financial year of business cessation
• Statement regarding pending litigation, if any, involving the company
• Bank account closure statements and evidence that all liabilities are extinguished

Regulatory clearances (where applicable):

• NOC from the sectoral regulator for companies regulated under a special Act — RBI for NBFCs, IRDAI for insurers, SEBI-regulated intermediaries, housing finance companies, collective investment schemes, asset management companies
• Copy of the delisting order from the stock exchange, if the company was listed

Strike-off process — step by step

Step 1 — Eligibility check and liability clean-up

Before anything is filed, verify the company genuinely qualifies: two financial years of no operations (or another Section 248(1) ground), zero liabilities, zero assets, no pending litigation, no unsatisfied charges, no outstanding public deposits, not a Section 8 company. Pay off every creditor, clear every statutory due, dispose of assets, and close the bank accounts. This is the step that determines whether the rest of the process is smooth or a rejection.

Step 2 — Complete all overdue annual filings

File every pending AOC-4 and MGT-7 up to the financial year in which the company ceased business operations, with additional fees. C-PACE will not entertain STK-2 without this. [NEEDS VERIFICATION: some practitioners report that STK-2 is also blocked where Form INC-20A (commencement of business declaration) was never filed.]

Step 3 — Board meeting

The board passes a resolution approving the strike-off proposal, authorising a director to handle the formalities, and approving the notice for the general meeting. The directors also prepare for executing the STK-3 indemnity bonds and STK-4 affidavits.

Step 4 — Shareholder approval

Hold the general meeting with at least 21 clear days' notice (or obtain 90% shareholder consent for shorter notice) and pass a special resolution approving the strike-off. Alternatively, obtain written consent of members holding at least 75% of the paid-up share capital — this route skips the meeting but requires the same threshold discipline in documentation.

Step 5 — Certifications and affidavits

The practising Chartered Accountant certifies the STK-8 statement of accounts (dated within 30 days of the application). Every director executes the notarised STK-3 indemnity bond and the STK-4 affidavit. A practising professional certifies Form STK-2 itself.

Step 6 — File STK-2 with C-PACE

The application, with all attachments, is filed with the Registrar, Centre for Processing Accelerated Corporate Exit, with the ₹10,000 fee. Since the 2023 amendments this is a web form on the MCA V3 portal, not the old e-form.

Step 7 — C-PACE examination and STK-6 public notice

C-PACE examines the application. If it is in order, the Registrar issues a public notice in Form STK-6 — on the MCA portal and to the company by email — giving 30 days for objections from any stakeholder. The Registrar simultaneously intimates the relevant regulatory authorities (income tax, and formerly central excise and service tax authorities) and seeks their objections within 30 days. Silence after 30 days is treated as no objection.

Step 8 — STK-7 and Gazette publication

If no sustainable objection emerges and the Registrar is satisfied, the company's name is struck off the register and a notice in Form STK-7 is issued for publication in the Official Gazette. The company stands dissolved from the date of publication of the notice in the Official Gazette (Section 248(5)).

How long does it take?

| Stage | Typical time | |---|---| | Liability clean-up and document preparation | 2–4 weeks | | Clearing overdue annual filings | 1–3 weeks (depends on backlog) | | Board meeting to shareholder approval | 3–4 weeks (notice periods) | | C-PACE processing of STK-2 | 4–8 weeks | | STK-6 public notice and objection window | 30 days (statutory) | | STK-7 and Gazette publication | 2–4 weeks | | Total | 3–6 months (indicative, practice-based) |

The statutory 30-day objection window cannot be compressed. The variable parts are C-PACE processing queues and how clean the application is — incomplete applications go back for resubmission and the clock restarts.

Fees

• Government fee for STK-2: ₹10,000 (per the 2023 Amendment Rules; earlier filings under the old schedule were ₹5,000 — the current position is ₹10,000)
• Stamp duty on indemnity bonds and affidavits: as per the applicable state Stamp Act (varies by state; notarisation charges additional)
• CA certification of STK-8: professional charges per engagement
• Professional fees for the full engagement: vary by firm and by how much clean-up (overdue filings, liability settlement) is needed first
• Additional fees on overdue AOC-4/MGT-7: at the MCA's per-day slab rates — often the largest cost component for long-dormant companies

How ComplyKart helps

• Eligibility and ground assessment — we verify the company genuinely satisfies a Section 248(1) ground and flag disqualifiers (charges, deposits, prosecutions, Section 8 status) before you spend anything
• Clean-up management — liability settlement sequencing, bank account closures, asset disposal documentation
• Annual filing catch-up — computing and filing all overdue AOC-4 and MGT-7 returns with additional fees
• Documentation — board and shareholder resolutions, MGT-14 filing, STK-3 indemnity bonds and STK-4 affidavits drafted and notarised, STK-8 coordinated with the certifying CA
• Filing and follow-up — STK-2 filed with C-PACE on the MCA V3 portal, professional certification, and structured follow-up through the STK-6 notice period to STK-7

What we will not do: we will not file a strike-off application for a company that has outstanding liabilities or pending litigation — Section 248(6) fraud exposure is real, and a clean exit requires the company to genuinely qualify. We will not backdate documents or manufacture a "no business" history.

What happens after dissolution

• The company ceases to operate as a company from the Gazette publication date; its certificate of incorporation is deemed cancelled
• Assets remain available for liabilities: under Section 248(6)(b), even after dissolution, the company's assets (if any surface) remain available for the discharge of its liabilities — dissolution is not a shield against genuine claims
• The Tribunal retains power to wind up a struck-off company under Section 248(6)(c)
• Directors' indemnity bonds survive — they can be enforced if the application turns out to have been fraudulent
• If the strike-off was a mistake, or the company needs to come back, restoration is available under Section 252 — within 3 years by appeal, or within 20 years on application by the company, a member, creditor or workman

Common mistakes that get applications rejected

• Filing STK-2 with overdue annual returns still pending. This is the single most common rejection. The returns go first, always.
• Leaving a bank account open or a small creditor unpaid. "Nil liabilities" means nil. A forgotten vendor balance or an open current account is enough for rejection.
• Missing the 30-day freshness on STK-8. The statement of accounts must be made up to a day not more than 30 days before the application. A two-month-old certified statement is stale.
• Affidavits and indemnity bonds not notarised, or not from every director. Every director executes both — no exceptions, no shortcuts.
• Regulated companies filing without the sectoral NOC. An NBFC that files STK-2 without RBI's no-objection will be rejected.
• Confusing strike-off with dormant status. If the business might restart, strike-off destroys the entity; dormant status preserves it. Choosing wrong is expensive to undo.

Penalties and fraud exposure

Section 248(7) — as reflected in Section 248(6)(a) of the Act — is the provision every director should read twice: where an application under Section 248(2) is made with the object of evading the liabilities of the company or with the intention to deceive the creditors or to defraud any other persons, then despite the dissolution:

• The persons in charge of the management of the company are jointly and severally liable to any person who suffered loss or damage as a result of the dissolution
• They are punishable for fraud in the manner provided in Section 447 — which carries imprisonment and fine
• The Registrar may recommend prosecution of the persons responsible for filing the application

In plain terms: strike-off is a legitimate exit for a genuinely dead company. Used as a device to walk away from debts, it becomes a fraud prosecution. The indemnity bonds the directors signed are the paper trail.

Sources

• Companies Act, 2013 — Sections 248, 252, 447, 455
• Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, as amended (2019; Amendment Rules 2023 notified 17-4-2023, effective 1-5-2023)
• MCA Circular 36/2011 (Fast Track Exit scheme guidelines)
• SCC Times report on the 2023 Amendment Rules (C-PACE establishment under Section 396)

Verification register

| # | Claim | Source | Checked | |---|---|---|---| | 1 | Voluntary strike-off requires extinguishing all liabilities + special resolution or 75% paid-up capital consent | Sec 248(2), Companies Act 2013 | 2026-10-12 | | 2 | STK-2 filed with Registrar, C-PACE; fee ₹10,000 | Amendment Rules 2023 (notified 17-4-2023, effective 1-5-2023); SCC Times | 2026-10-12 | | 3 | C-PACE established under Sec 396(1), pan-India jurisdiction over Sec 248 matters | Rule 4(3-A), 2023 Amendment Rules | 2026-10-12 | | 4 | ROC-initiated grounds: no business 2 preceding FYs; no commencement within 1 year; subscription money unpaid 180 days; non-operation after physical verification | Sec 248(1)(a)–(d) | 2026-10-12 | | 5 | STK-8 statement of accounts not more than 30 days old, CA-certified | Rule 4, 2016 Rules; taxguru/caclubindia | 2026-10-12 | | 6 | STK-3 indemnity bond (notarised) + STK-4 affidavit by every director | Rule 4, 2016 Rules | 2026-10-12 | | 7 | Overdue AOC-4/MGT-7 mandatory up to FY of business cessation | Rule 4 amendment May 2019; reaffirmed 2023 | 2026-10-12 | | 8 | STK-2 certified by practicing CS/CA/CMA | Rule 4, 2016 Rules | 2026-10-12 | | 9 | Barred: public deposits outstanding; charges pending; Sec 8 companies; prosecution pending; inspection/investigation pending; compounding pending; Sec 206/207 notices pending | Rule 3, 2016 Rules | 2026-10-12 | | 10 | Regulatory NOC required for NBFCs, HFCs, insurers, SEBI-regulated, CIS, AMCs | Rule 4 proviso; caclubindia | 2026-10-12 | | 11 | STK-6 public notice, 30-day objection window; authorities intimated in parallel | Rules 7–8, 2016 Rules | 2026-10-12 | | 12 | Dissolution on Gazette publication of STK-7 | Sec 248(5) | 2026-10-12 | | 13 | Fraud: joint and several liability + Sec 447 punishment + Registrar may recommend prosecution | Sec 248(6)(a) | 2026-10-12 | | 14 | Assets remain available for liabilities post-dissolution; Tribunal may wind up struck-off company | Sec 248(6)(b)–(c) | 2026-10-12 | | 15 | FTE Scheme 2011 (Circular 36/2011): 1-year inactivity, no pending returns required | MCA Circular 36/2011 | 2026-10-12 | | 16 | FTE withdrawn w.e.f. 26-12-2016 on Sec 248 coming into force | caclubindia; vakilsearch | 2026-10-12 | | 17 | EGM: 21 clear days' notice or 90% consent for shorter notice | Sec 101 | 2026-10-12 | | 18 | MGT-14 filing within 30 days of special resolution | Sec 117 | 2026-10-12 | | 19 | STK-2 blocked where INC-20A not filed | Single secondary source (caclubindia) | [NEEDS VERIFICATION] | | 20 | Timeline 3–6 months typical | Practice estimate | [NEEDS VERIFICATION — indicative] |

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Service + FAQPage (20 questions) + HowTo (8 steps) + BreadcrumbList + GovernmentService. HowTo steps map to the process section; FAQPage carries all 20 FAQs verbatim.