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Special Resolution for Strike Off of Company
CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION
Passed at the Extraordinary General Meeting (EGM) of the Members of the Company
________________
CIN: ________________
Registered Office: ________________
CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION
Passed at the Extraordinary General Meeting (EGM) of the Members of the Company
Date of Meeting: __.__.______
Time: ______ (Hours)
Venue: Registered Office of the Company at ________________
SUBJECT: APPLICATION FOR STRIKE OFF THE NAME OF THE COMPANY UNDER SECTION 248 OF THE COMPANIES ACT, 2013
"RESOLVED THAT pursuant to the provisions of Section 248(2) 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 amendment thereto or re-enactment thereof for the time being in force), and considering that the Company has not been carrying on any business or operations for a period of more than two immediately preceding financial years, 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: ________________________
from the Register of Companies maintained by the Registrar of Companies.
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to:
- Execute indemnity bonds, affidavits, and declarations as required for the strike-off application;
- File Form STK-2 and other requisite forms with the Registrar of Companies;
- Provide any information, clarifications, or explanations as may be required by the Registrar of Companies;
- Settle all liabilities and distribute any remaining assets in accordance with applicable laws;
- Do all such acts, deeds, matters, and things as may be necessary, proper, or expedient under the provisions of the Companies Act, 2013 and the rules made thereunder to give effect to this resolution.
RESOLVED FURTHER THAT Mr. ________________________ (Name), holding DIN: ________________________, Director of the Company, be and is hereby specifically authorised to make the application for strike-off, sign and execute all necessary documents, provide any information or clarifications, and to do all such acts and deeds as may be required under the Companies Act, 2013 and the rules made thereunder to implement the above resolutions.
RESOLVED FURTHER THAT a certified copy of this resolution be filed with the Registrar of Companies along with Form STK-2 and other requisite documents."
For ________________
Signature: _________________________
Name:
Designation:
DIN:
Place:
Date:
Special Resolution for Strike Off of Company
Professional Format Guide under Companies Act, 2013
Introduction
A Special Resolution for Strike Off of Company is a formal corporate document that records the shareholders' approval for voluntary removal of the company's name from the Register of Companies maintained by the Registrar 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.
The special resolution is passed by shareholders at an Extraordinary General Meeting (EGM) or through postal ballot, authorising the Board of Directors to file Form STK-2 with the Registrar of Companies. This resolution grants consent for the company's closure and empowers directors to execute indemnity bonds, affidavits, declarations, and other documents required for the strike-off process. The resolution must be passed with a majority of not less than three-fourths of the members entitled to vote.
Benefits of Using a Standard Format
Utilising a professionally drafted special resolution format ensures that all statutory requirements under the Companies Act, 2013 and the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 are duly complied with. A standard template saves time, reduces procedural errors, and provides a consistent structure for documenting shareholder approval.
Standardised formats also facilitate smoother filings with the Registrar of Companies and help ensure regulatory compliance during the company closure process.
Relevance to Company Closure
The special resolution is a critical 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 subject to shareholder approval.
Before filing Form STK-2, companies must ensure all statutory compliances are completed, including filing pending ROC returns, cancellation of GST Registration (if applicable), completion of income tax filings, and closure of bank accounts. The special resolution provides the formal shareholder mandate for dissolution.
Special Resolution for Strike Off of Company – Sample Format
[To be printed on Company Letterhead]
Company Name: _______________________________
CIN: _______________________________
Registered Office: _______________________________
CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION
Passed at the Extraordinary General Meeting (EGM) of the Members of the Company
Date of Meeting: __.__.______ Time: ______ (Hours)
Venue: Registered Office of the Company at ________________________
Subject: Application for Strike Off the Name of the Company under Section 248 of the Companies Act, 2013
RESOLVED THAT pursuant to the provisions of Section 248(2) of the Companies Act, 2013 read with the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, and considering that the Company has not been carrying on any business or operations for more than two immediately preceding financial years, 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 from the Register of Companies.
RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to execute indemnity bonds, affidavits, declarations, file Form STK-2, submit information or clarifications as required, settle liabilities, distribute remaining assets, and do all such acts, deeds, and things as may be necessary to give effect to this resolution.
RESOLVED FURTHER THAT Mr./Ms. ________________________ (Name), holding DIN: ________________________, Director of the Company, be and is hereby authorised to sign, execute, and submit all documents and applications necessary for implementing the above resolutions.
CERTIFIED TRUE COPY
For _______________________________ (Company Name)
Signature: _______________________________
Name: _______________________________
Designation: _______________________________
DIN: _______________________________
Date: _______________________________
Place: _______________________________
Frequently Asked Questions
1. Are details mentioned in the special resolution format for striking off the company the same as the board resolution format?
Yes, the core details remain similar in both resolutions. Both reference Section 248 of the Companies Act, 2013 and authorise directors to file Form STK-2. The difference lies in approval authority—board resolution reflects director approval, while special resolution reflects shareholder approval.
2. Is the signature of all directors mandatory on the special resolution?
No. The special resolution is passed by shareholders, and a certified true copy may be signed by one authorised director or the company secretary.
3. Should the special resolution be prepared on company letterhead?
While not statutorily mandatory, using the company letterhead is a standard corporate practice and is generally expected for ROC filings.
4. Does the special resolution require professional certification?
No statutory requirement exists for professional certification of the special resolution itself. However, Form STK-2 may require certification by a practising professional as per MCA requirements.
5. Is attaching the special resolution mandatory with Form STK-2?
Yes, a certified copy of the special resolution is mandatory when filing Form STK-2, along with indemnity bonds, affidavits, statements of accounts, and other prescribed documents.
