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Board Resolution for Striking Off the Company
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company
________________
CIN: ________________
Registered Office Address: ________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company held on
__________ at
__________ at the Registered Office of the Company at
________________
APPLICATION FOR STRIKING OFF THE NAME OF THE COMPANY FROM THE REGISTER OF COMPANIES
RESOLVED THAT the consent of the Board of Directors of the Company be and is hereby accorded to make an application to the Registrar of Companies, under the provisions of Section 248 of the Companies Act, 2013, and the rules framed thereunder, for striking off the name of the Company from the Register of Companies maintained by the Registrar.
RESOLVED FURTHER THAT Mr./Ms. ________________, Director of the Company (DIN: ________________), be and is hereby requested to make the application in Form STK-2 and to furnish necessary affidavits and indemnity bond as required under Section 248 of the Companies Act, 2013, as per the draft of the same placed before the meeting and duly initialled by the Chairperson for the purpose of identification, in order to effect the striking off of the Company's name from the Register of Companies.
RESOLVED FURTHER THAT Mr./Ms. ________________, Director of the Company, be and is hereby authorised to sign, execute, and submit all necessary documents, declarations, and undertakings, to provide any information, clarifications, or explanations as may be required by the Registrar of Companies or any other authority, and to do all such acts, deeds, matters, and things as may be necessary, proper, or expedient to give effect to the above resolutions.
Certified to be True
For ________________
Signature: _________________________
Name: ________________
Designation: ________________
DIN: ________________
Board Resolution for Striking Off the Company
Professional Format Guide for Indian Companies
Introduction
A Board Resolution for Striking Off the Company is a formal corporate document that records the decision of the Board of Directors to voluntarily remove the company's name from the Register of Companies maintained by the Registrar of Companies. Under the Companies Act, 2013, a company that has not commenced business operations within one year of incorporation, or has ceased to carry on business for two consecutive financial years, may apply for voluntary strike off.
This resolution is required when the promoters or directors decide to close a company that is no longer operational or viable. The voluntary strike off procedure provides a simpler and more cost-effective alternative to formal winding up proceedings. The application for strike off is filed through Form STK-2 with the ROC and requires board approval along with shareholders' consent through a special resolution.
The resolution formally authorises a director to file the necessary application, execute affidavits and indemnity bonds, and complete all procedural requirements for removing the company from the register. Companies must ensure all statutory dues, including taxes and employee liabilities, are cleared before applying for strike off.
Benefits of Using a Standard Format
Utilising a professionally drafted board resolution format ensures that all statutory requirements under the Companies Act, 2013 are comprehensively addressed. A standardised template reduces the likelihood of rejection by the ROC due to procedural errors, maintains consistency in corporate documentation, and facilitates smooth processing of the strike off application. This approach helps companies navigate the closure process efficiently while ensuring proper documentation of the board's decision.
Relevance to Company Closure Compliance
The voluntary strike off procedure is governed by the provisions of the Companies Act, 2013 and requires careful compliance with multiple statutory requirements. Companies that completed their Company Registration but never commenced business, or those that have become dormant, can use this procedure to formally close their corporate existence.
Before applying for strike off, companies must file all pending annual returns and financial statements, clear any outstanding tax liabilities including GST, and obtain necessary clearances. The GST Registration of the company must also be cancelled as part of the closure process. The board resolution serves as the foundational document authorising the strike off application and the execution of all related declarations and undertakings.
Board Resolution for Striking Off the Company – Sample Format
Company Name: ___________________________
CIN: ___________________________
Registered Office Address: ___________________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company held on _______________ (Date) at _______________ (Time) at the Registered Office of the Company at _______________ (Address)
APPLICATION FOR STRIKING OFF THE NAME OF THE COMPANY FROM THE REGISTER OF COMPANIES
RESOLVED THAT the consent of the Board of Directors of the Company be and is hereby accorded to make an application to the Registrar of Companies, under the provisions of Section 248 of the Companies Act, 2013, and the rules framed thereunder, for striking off the name of the Company from the Register of Companies maintained by the Registrar.
RESOLVED FURTHER THAT Mr./Ms. _______________ (Name), Director of the Company (DIN: _______________), be and is hereby requested to make the application in Form STK-2 and to furnish necessary affidavits and indemnity bond as required under Section 248 of the Companies Act, 2013, as per the draft of the same placed before the meeting and duly initialled by the Chairperson for the purpose of identification, in order to effect the striking off of the Company's name from the Register of Companies.
RESOLVED FURTHER THAT Mr./Ms. _______________ (Name), Director of the Company, be and is hereby authorised to sign, execute, and submit all necessary documents, declarations, and undertakings, to provide any information, clarifications, or explanations as may be required by the Registrar of Companies or any other authority, and to do all such acts, deeds, matters, and things as may be necessary, proper, or expedient to give effect to the above resolutions.
Certified to be True
For ___________________________ (Company Name)
Signature: ___________________________
Name: ___________________________
Designation: ___________________________
DIN: ___________________________
Date: ___________________________
Place: ___________________________
Frequently Asked Questions
1. Are details mentioned in the board resolution format for striking off the company the same as the special resolution format of members?
Yes, the essential details regarding the company, the purpose of striking off, and the authorisation provisions are largely similar in both the board resolution and the special resolution of members. The board resolution is passed by directors, while the special resolution is passed by shareholders at a general meeting requiring 75% majority approval. Both documents are required for the strike off application.
2. Is the signature of all directors mandatory on the Board resolution format for striking off the company?
No, only one authorised signature (Chairperson or director) on the certified true copy is required. The resolution must be passed with the requisite quorum at a duly convened board meeting.
3. Should the Board resolution for striking off the company be on company letterhead?
Yes, using the official company letterhead adds authenticity and professionalism. It should include company name, CIN, registered office address, and contact details.
4. Does the Board Resolution format for striking off the company need to be certified by a professional?
Certification is not mandatory for the board resolution itself. However, Form STK-2 may require certification by a practising professional (CS, CA, or CMA) depending on the company's paid-up capital and turnover.
5. Is the board resolution format for striking off the company mandatory to be attached to the MCA form?
Yes, it is a mandatory attachment to Form STK-2 along with the special resolution of members, affidavit from directors, indemnity bond, statement of accounts not older than 30 days, and other specified documents. The ROC will not process the application without the complete set.
