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Notice of EGM for Strike Off of Company
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE is hereby given that an Extraordinary General Meeting (EGM) of the Members of ________________________ (Name of the Company) will be held as follows:
Date: ________________________
Day: ________________________
Time: ________________________
Venue: Registered Office of the Company at ________________________
to transact the following business:
ITEM NO. 1: CLOSURE OF COMPANY AND FILING FORM STK-2 WITH THE REGISTRAR OF COMPANIES FOR STRIKING OFF THE NAME OF THE COMPANY FROM THE REGISTER OF COMPANIES
To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
"RESOLVED THAT considering that the Company has not been carrying on any business or operations for a period of more than two immediately preceding financial years, and in accordance with the provisions of Section 248 of the Companies Act, 2013 read with the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 (including any statutory modification or re-enactment thereof for the time being in force), the consent of the Members of the Company be and is hereby accorded to the Board of Directors to make an application in Form STK-2 to the Registrar of Companies for striking off the name of the Company:
Company Name: ________________________
CIN: ________________________
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds, matters, and things as may be required under the provisions of the Companies Act, 2013 and the rules made thereunder, including but not limited to executing indemnity bonds, affidavits, and other documents required for the strike-off process."
NOTES:
- A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/herself. A proxy need not be a Member of the Company. The instrument of proxy, in order to be effective, should be deposited at the Registered Office of the Company not later than forty-eight (48) hours before the commencement of the meeting.
- Corporate Members intending to send their authorised representatives to attend the meeting are requested to send a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the meeting.
- An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the business to be transacted at the meeting is annexed hereto.
For and on behalf of the Board of Directors
For ________________________
(Name of the Company)
Signature: _________________________
Name:
Designation:
DIN:
Date:
Place:
EXPLANATORY STATEMENT
(Pursuant to Section 102 of the Companies Act, 2013)
The following Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013, sets out all material facts relating to the business mentioned under Item No. 1 of the accompanying Notice:
Item No. 1:
The Company has not been carrying on any business operations for more than two immediately preceding financial years. Even in the earlier years, the Company could not achieve the desired business results. Further, the Company continues to incur annual compliance costs without any corresponding business activity.
In view of the above circumstances, it is proposed to strike off the name of the Company from the Register of Companies maintained by the Registrar of Companies.
As per the requirements of the Companies Act, 2013 and the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, the Board of Directors recommends the Special Resolution as set out in Item No. 1 of the Notice for approval of the Members.
None of the Directors, Key Managerial Personnel, or any of their relatives are, in any way, concerned or interested, financially or otherwise, in passing of the said resolution except to the extent of their interest as shareholders of the Company.
For and on behalf of the Board of Directors
For ________________________
(Name of the Company)
Signature: _________________________
Name:
Designation:
DIN:
Date:
Place:
Notice of EGM for Strike Off of Company
Professional Format Guide under Companies Act, 2013
Introduction
A Notice of Extraordinary General Meeting (EGM) for Strike Off of Company is a formal communication issued to shareholders convening a meeting to seek their approval for voluntary removal of the company’s name from the Register of Companies. Under Section 248 of the Companies Act, 2013 and the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, a company that has not carried on any business or operations for two or more immediately preceding financial years, or has not commenced business within one year of incorporation, may apply for voluntary strike-off.
Prior to filing Form STK-2 with the Registrar of Companies, shareholder approval through a special resolution is mandatory. The notice of EGM must be sent to all members at least twenty-one clear days before the meeting, specifying the date, time, venue, and agenda. It must include the proposed special resolution and an explanatory statement setting out all material facts relating to the business to be transacted.
Benefits of Using a Standard Format
Utilising a professionally drafted EGM notice format ensures compliance with all statutory requirements under the Companies Act, 2013 and the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016. A standard template saves time, reduces procedural errors, and provides a consistent framework for convening shareholder meetings.
Standardised formats facilitate smoother compliance and ensure shareholders receive clear and complete information regarding the proposed strike-off.
Relevance to Company Closure
The EGM notice is an essential component of the voluntary strike-off procedure. After Company Registration, if a company becomes defunct, has not commenced business, or remains inoperative for more than two financial years, the directors may initiate closure proceedings.
Before filing Form STK-2, companies must complete all statutory obligations such as filing pending returns, cancelling GST Registration (if applicable), settling income tax matters, and closing bank accounts. The EGM provides the formal platform for shareholders to approve the company’s removal from the register.
Notice of EGM for Strike Off of Company – Sample Format
[To be printed on Company Letterhead]
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE is hereby given that an Extraordinary General Meeting (EGM) of the Members of ________________________ (Name of the Company) will be held as follows:
Date: ________________________
Day: ________________________
Time: ________________________
Venue: Registered Office of the Company at ________________________
to transact the following business:
ITEM NO. 1: Closure of Company and Filing Form STK-2 with the Registrar of Companies for Striking Off the Name of the Company from the Register of Companies
To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
RESOLVED THAT considering that the Company has not been carrying on any business or operations for more than two immediately preceding financial years, and pursuant to Section 248 of the Companies Act, 2013 read with the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, the consent of the Members be and is hereby accorded to the Board of Directors to make an application in Form STK-2 to the Registrar of Companies for striking off the name of the Company:
Company Name: ________________________
CIN: ________________________
RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to execute indemnity bonds, affidavits, and all other documents and to do all such acts, deeds, and things as may be required for the strike-off process.
NOTES:
1. A Member entitled to attend and vote is entitled to appoint a proxy. A proxy need not be a Member of the Company and must be deposited at the Registered Office not later than 48 hours before the meeting.
2. Corporate Members are requested to send a certified copy of the Board Resolution authorising their representative to attend and vote.
3. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 is annexed hereto.
For and on behalf of the Board of Directors
For ________________________ (Name of the Company)
Signature: __________________________
Name: __________________________
Designation: __________________________
DIN: __________________________
Date: __________________________
Place: __________________________
EXPLANATORY STATEMENT
(Pursuant to Section 102 of the Companies Act, 2013)
The Company has not been carrying on any business operations for more than two immediately preceding financial years and continues to incur compliance costs without business activity. In view of this, it is proposed to strike off the name of the Company from the Register of Companies. The Board recommends the Special Resolution for approval of the Members.
None of the Directors, Key Managerial Personnel, or their relatives are concerned or interested in the resolution except as shareholders of the Company.
Frequently Asked Questions
1. Are details in the EGM notice format the same as the special resolution?
Yes. The EGM notice contains the proposed special resolution text that shareholders vote upon. The same resolution is later recorded in the meeting minutes.
2. Is the signature of all directors mandatory?
No. The EGM notice is usually signed by one authorised director or the company secretary on behalf of the Board.
3. Should the EGM notice be on company letterhead?
While not mandatory, issuing the notice on company letterhead is standard corporate practice and recommended for authenticity.
4. Is professional certification required for the EGM notice?
No statutory requirement exists for certification of the EGM notice. However, professional certification may be required while filing Form STK-2.
5. Is the EGM notice mandatory to be attached with Form STK-2?
Yes. A copy of the EGM notice along with the special resolution and other prescribed documents is generally required to be attached with Form STK-2.