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Company Closure in India - Strike Off via STK-2 Under Companies Act 2013

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Section 248 Compliance: Voluntary strike-off filed via Form STK-2 with government fee of INR 10,000

C-PACE Fast-Track: C-PACE now processes strike-off applications in under 2 months (vs over 2 years earlier)

Nil Liabilities Required: All pending MCA, income tax, and GST filings must be cleared. No outstanding liabilities permitted.

Dissolution in Gazette: Company legally dissolved upon publication of STK-7 in the Official Gazette. Certificate of Incorporation cancelled.

1,000+ companies served | Avg 45-60 days to dissolution | 100% C-PACE compliant

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“
Startup never launched. Sat on inactive company for 3 years getting MCA notices. Patron cleared overdue filings, handled STK-2, and got dissolution notice in 7 weeks. Huge relief.
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Co-Founder, Bengaluru Tech Startup
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Closed operations during COVID. Patron was thorough with the pre-closure checklist - identified a pending ITR we had missed. Everything was clean before filing. Smooth process.
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Director, Mumbai Trading Company
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Worried about director disqualification from non-filing notices. Patron sorted overdue returns and closed the OPC within 6 weeks total. Very professional.
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Founder, Delhi E-commerce OPC
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Had two dormant subsidiaries to close. Patron handled both closures in parallel - all filings, GST cancellation, bank closures, and STK-2 processed together. Efficient and reliable.
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Company Closure - Overview

📌 TL;DR - Company Closure Services at a Glance

When a company stops operating, remaining on the MCA register creates an ongoing compliance trap. The solution is legal company closure through strike-off under Section 248 via Form STK-2. C-PACE processes applications in under 2 months. Company must have nil liabilities, no open bank accounts, all filings cleared. Government fee: INR 10,000. Professional fee from INR 4,999.

When a company stops operating, remaining on the MCA register creates an ongoing compliance trap. Annual returns, financial statements, director KYC, and audit obligations continue regardless of whether the business is active. Unpaid filings attract escalating penalties and, ultimately, director disqualification under Section 164(2) of the Companies Act, 2013.

Patron Accounting guides private limited companies, OPCs, and eligible public companies through the complete company closure process - from board resolution and special resolution drafting to STK-2 filing with C-PACE and final dissolution in the Official Gazette.

Content is reviewed quarterly for accuracy.

What is Company Closure?

Company closure (also called company strike-off) is the legal process by which a company is removed from the Register of Companies maintained by the ROC. Once struck off and dissolved, the company ceases to exist as a legal entity. Its Certificate of Incorporation is cancelled, PAN and TAN become inactive, and bank accounts must be closed.

Under the Companies Act 2013, closure can happen via: Voluntary Strike-Off (company applies via STK-2 under Section 248(2)) or Compulsory Strike-Off (ROC initiates under Section 248(1)). For companies with assets or debts, winding up through NCLT (Sections 270-303) is required instead.

Filing portal: MCA V3 Portal (mca.gov.in) - processed by C-PACE.

Key Terms for Company Closure:

C-PACE - Centre for Processing Accelerated Corporate Exit. MCA's pan-India centralized authority (operational since May 2023). Has dissolved 38,658 companies as of July 2025.

STK-2 - Form for voluntary strike-off application under Section 248(2). Government fee INR 10,000.

STK-7 - Dissolution notice published in Official Gazette. Company deemed dissolved from this date.

STK-3 - Indemnity Bond executed by directors and majority shareholders.

STK-4 - Individual affidavit by every director confirming nil liabilities.

STK-8 - Statement of Accounts certified by CA showing nil assets and nil liabilities (not older than 30 days).

STK-2 C-PACE DISSOLVED Company Closure
Section 248 STK-2 Filing

Eligibility Criteria for Company Closure via STK-2

A company is eligible for voluntary strike-off under Section 248(2) only if ALL conditions are met:

  • No business or operations for 2+ consecutive financial years, OR never commenced business since incorporation
  • No outstanding liabilities - no pending loans, dues, or obligations to creditors
  • No open bank accounts - all accounts must be closed before applying
  • All pending statutory dues settled - income tax, GST, PF, ESI
  • All overdue AOC-4 and MGT-7 filed with ROC up to date of cessation
  • No inspection, investigation, or prosecution pending
  • Not a listed company (or delisted within preceding 5 years)
  • No disposal of property or rights in last 3 months except for winding down
  • Not a Section 8, banking, insurance, or special act company

Section 249 bars: Companies that changed name/office within 3 months, altered objects within 3 months, or disposed of assets for value are barred from filing.

Patron Accounting's Company Closure Services

ServiceWhat We Do
Pre-Closure Compliance CleanupFile all overdue AOC-4, MGT-7 returns; assist with GST cancellation and bank account closure
Board and Special ResolutionDraft and execute board resolution approving closure and special resolution from 75% members
Document PreparationSTK-3 (Indemnity Bond), STK-4 (Director Affidavits), STK-8 (CA-certified Statement of Accounts)
STK-2 Filing with C-PACEFile Form STK-2 on MCA V3 portal with INR 10,000 government fee and all attachments
C-PACE Follow-UpTrack application on C-PACE portal; respond to any queries from the authority
Dissolution ConfirmationShare STK-7 Official Gazette notification confirming dissolution and company cessation
Our Process

10-Step Company Closure Procedure

Under Section 248(2) of the Companies Act 2013. Processed by C-PACE in under 2 months. Government fee: INR 10,000. Failing to close inactive company risks Section 164(2) director disqualification.

Step 1

Clear All Pending Filings and Dues

File all overdue AOC-4 and MGT-7 with ROC. Clear income tax returns, GST returns, and all statutory dues. MCA mandates fulfilment of all pending returns before STK-2 acceptance.

Filings clearedDues settled
Filings Done01
Step 2

Close Bank Accounts

Close all company bank accounts. Obtain bank closure certificate from each bank. This is a mandatory STK-2 attachment.

Accounts closedCertificates obtained
CLOSED
Banks Closed02
Step 3

Cancel GST Registration

If GST registered, apply for cancellation on GST portal. Obtain GST cancellation certificate as supporting documentation for STK-2.

GST cancelledCertificate obtained
GSTCANCELLED
GST Done03
Step 4

Pass Board Resolution

Convene Board Meeting. Pass resolution approving closure and STK-2 filing, confirming nil assets and liabilities, and authorising a director/CS to file.

Board approvedDirector authorised
BOARD
Board Done04
Step 5

Prepare Statement of Accounts (STK-8)

CA-certified statement confirming nil assets and nil liabilities. Must not be older than 30 days from STK-2 filing date.

STK-8 certifiedCA signed
STK8
STK-8 Ready05
Step 6

Pass Special Resolution / 75% Member Consent

Obtain shareholder approval via Special Resolution at EGM or written consent of 75%+ paid-up capital holders confirming approval for removal from ROC register.

SR passed75% consent obtained
EGM75% CONSENT
Members Approved06
Step 7

Prepare Affidavits and Indemnity Bond

STK-4 affidavits from each director (nil liabilities, no proceedings). STK-3 Indemnity Bond from directors and majority shareholders.

STK-4 signedSTK-3 executed
STK-4STK-3
Docs Ready07
Step 8

File STK-2 with C-PACE

File Form STK-2 on MCA V3 portal. Government fee INR 10,000. Attach all documents: Board Resolution, Special Resolution, STK-3, STK-4, STK-8, bank closure certificate.

STK-2 filedSRN generated
STK-2 FILED
Filed08

Documents Required for Company Closure

DocumentPurpose / Notes
Form STK-2Voluntary strike-off application under Section 248(2) - filed on MCA V3 portal
Board ResolutionApproving closure and authorising STK-2 filing
Special Resolution / 75% Member ConsentPassed at EGM or through written consent; certifies shareholder approval
Affidavit by Directors (STK-4)Individual affidavit by every director confirming nil liabilities, no pending proceedings
Indemnity Bond (STK-3)Executed by directors and majority shareholders against future liabilities
Statement of Accounts (STK-8)CA-certified showing nil assets/liabilities, not older than 30 days
Bank Closure CertificateProof that all company accounts are closed
Latest Filed ITR AcknowledgementIncome tax compliance evidence
GST Cancellation Certificate (if applicable)Proof of GST registration cancellation
DSC of Authorised DirectorValid Digital Signature for MCA V3 e-filing

Common Mistakes to Avoid in Company Closure

ChallengeImpactHow Patron Accounting Solves It
Applying before clearing pending ROC filingsMCA rejects STK-2 if overdue returns are pendingPatron Accounting files all overdue AOC-4 and MGT-7 as part of pre-closure cleanup before STK-2
Not closing bank accounts before filingOpen bank accounts disqualify the applicationWe verify all accounts closed and obtain bank closure certificates before proceeding
STK-8 Statement of Accounts older than 30 daysMust be freshly certified by CA within 30 days of STK-2 filingOur CA prepares STK-8 immediately before filing to ensure 30-day compliance
Attempting STK-2 when company has liabilitiesEven small outstanding dues make company ineligibleComplete pre-filing audit to identify and clear all liabilities before initiating closure

Company Closure Service Fees 2026

Fee ComponentAmount
Private Limited Company ClosureINR 4,999 + GST (board resolution, special resolution, STK-3, STK-4, STK-8, STK-2 filing)
OPC ClosureINR 3,999 + GST (sole member consent, simplified documentation)
Pre-Closure Compliance Cleanup (if filings overdue)INR 2,999+ + GST (AOC-4, MGT-7 filing for overdue years) + MCA late fees
GST Registration Cancellation (add-on)INR 1,999 + GST
Government Fee - Form STK-2INR 10,000 (flat fee under Section 248(2))
Patron Accounting Professional FeesStarting from INR 4,999 (Exl GST and Govt. Fee of INR 10,000)

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Get a free Company Closure consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Company Closure Timeline and Fees

StageEstimated Timeline
Pre-filing: clear pending filings, close bank accounts, cancel GST2-4 weeks
Board Meeting + Special Resolution1-3 days
Document preparation (STK-3, STK-4, STK-8)3-5 days
STK-2 filing on MCA V3 portal1 day
C-PACE review, public notice, 30-day objection period30-45 days
Dissolution in Official Gazette (STK-7)2-4 weeks after no objection
Total with Patron Accounting (end-to-end)45-75 days

Consequences of NOT closing: Annual filing obligations continue; INR 100/day late fees accumulate for AOC-4/MGT-7; directors face Section 164(2) disqualification (5-year bar) if returns not filed for 3 consecutive years; ROC may initiate suo moto strike-off without consent.

Key Benefits

Why Choose Patron Accounting for Company Closure?

Complete Pre-Filing Audit

Identify and clear all pending ROC, income tax, and GST dues before STK-2 filing.

C-PACE Expertise

Hands-on MCA V3 portal and C-PACE filing experience. Real-time status tracking with updates at every stage.

Accurate Documentation

STK-3 (Indemnity Bond), STK-4 (Affidavits), and STK-8 (Statement of Accounts) drafted to C-PACE standards.

45-75 Day End-to-End

From engagement to dissolution notice in the Official Gazette. Avg 45-60 days for private limited companies.

Transparent Flat Fee

Starting at INR 4,999 - no hidden charges. Government fee of INR 10,000 quoted separately.

Pan-India Coverage

C-PACE has pan-India jurisdiction. Patron Accounting serves companies from Pune, Mumbai, Delhi, and Bangalore offices.

Why Companies Trust Patron Accounting

1,000+ Companies Served | Avg 45-60 Days to Dissolution | 100% C-PACE Compliant Process | CA and CS Team with 15+ Years Experience

STK-2 Strike-Off vs NCLT Winding Up

FactorSTK-2 Strike-OffNCLT Winding Up
Outstanding LiabilitiesNot permitted - nil liabilities requiredSuitable - liquidator settles liabilities
Assets to DistributeNot permitted - nil assets requiredSuitable - assets distributed post-liquidation
Business ActivityNo operations for 2+ yearsMay have ongoing operations
CostINR 10,000 + professional feeHigh - legal and liquidator fees
Time45-75 days (C-PACE)6 months to 2+ years
NCLT InvolvementNoneMandatory - NCLT orders dissolution
Best ForDormant startups, inactive entitiesCompanies with creditors or assets

Related Corporate Compliance Services

Legal Framework - Sections 248-252 Companies Act 2013

ProvisionRequirement / Effect
Section 248(1)ROC-initiated (suo moto) strike-off for non-operational or non-filing companies.
Section 248(2)Voluntary strike-off application by company via Form STK-2. Government fee INR 10,000.
Section 248(5)ROC publishes dissolution notice in Official Gazette (STK-7); company deemed dissolved.
Section 249Bars on application - recent name/office change, asset disposal, pending proceedings.
Section 250Company ceases to operate; Certificate of Incorporation cancelled from Gazette date.
Section 251Liability of directors continues as if company not dissolved.
Section 252Restoration by NCLT within 3 years if unjustly struck off.
Section 164(2)Director disqualification (5 years) if company fails to file returns for 3 consecutive years.
C-PACE Notification (March 2023)Pan-India centralized authority. Extended to LLPs from August 2024.

External Authority Link: MCA Portal - Forms and Filing

Frequently Asked Questions - Company Closure

Get answers about STK-2 filing, C-PACE processing, eligibility, timelines, and post-dissolution liability.

Quick Answers

Which form? STK-2 under Section 248(2) with INR 10,000 government fee, filed with C-PACE.

How long? C-PACE processes in under 2 months. Total with Patron: 45-75 days.

Can company be restored? Yes, via NCLT within 3 years under Section 252.

Directors still liable? Yes - Section 251 keeps liability alive post-dissolution for undisclosed liabilities.

Close Your Inactive Company - Avoid Director Disqualification

Risk of NOT closing:

  • Annual filing trap: AOC-4 and MGT-7 must be filed even with no business - INR 100/day late fee accumulates
  • Director disqualification: Section 164(2) - 5-year DIN disqualification if returns not filed for 3 consecutive years
  • Compulsory strike-off: ROC may initiate suo moto under Section 248(1) without your consent
  • Continuing costs: Statutory audit, DIR-3 KYC, and compliance costs every year

Call +91 945 945 6700 or WhatsApp us for a free consultation on company closure.

Close Your Company Legally - Starting at INR 4,999

An inactive company on the MCA register is a compliance liability - attracting annual filings, penalties, and director disqualification risk. C-PACE has made voluntary closure faster than ever, processing STK-2 applications in under 2 months.

Patron Accounting's CA and CS team handles the entire process from pre-closure compliance cleanup to STK-7 dissolution notice in the Official Gazette. 1,000+ companies served with 100% C-PACE compliant process.

Book a Free Consultation - No Obligation.

Company Closure Services Across India

Close your inactive company legally from Patron Accounting offices across India.

Company Closure by City
STK-2 filing and C-PACE processing from Patron Accounting
Pune
Maharashtra
Mumbai
Maharashtra
Delhi
NCR
Bangalore
Karnataka
Related Services
Company and director compliance services
LLP Closure
India
Annual ROC Compliance
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Director Disqualification
India
Company Name Change
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Pvt Ltd Registration
India

Content Created: March 2026  |  Last Updated:  |  Next Review: March 2027  |  Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed annually. Trigger: MCA amending Companies (Removal of Names) Rules 2016, C-PACE operational updates, or Section 248-252 amendments.

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