Strike Off Eligibility Checker — Pvt Ltd, OPC & LLP
TL;DR
About 35% of strike-off applications are rejected by ROC on Section 249 grounds (recent name change, office shift, fresh activity), unsatisfied charges, or pending statutory dues. ROC keeps the ₹10,000 fee and you start over. This checker walks through all 10 statutory dimensions in 2 minutes — Sec 248(1)(c)/(d) inactivity, Sec 249(1)(a)-(f) recent actions, statutory dues, pending litigation, registered charges, bank account status — and tells you whether you're ELIGIBLE (file now), CONDITIONAL (cleanup needed), or NOT YET ELIGIBLE (wait or pursue alternatives). For LLPs, the checker applies Rule 37 / Form 24 criteria.
10-Question Eligibility Check
Answer all 10 questions. Decision tree returns verdict + statutory citations + cleanup checklist if needed.
Entity Type
Hard Blockers
0
Cleanup Actions
0
Criteria Met
0
Need help with the cleanup or filing?
Patron's strike-off team handles end-to-end — eligibility verification, cleanup execution, STK-2/Form 24 filing, ROC follow-up — with fixed-fee transparency from ₹15,000 (LLP) to ₹35,000 (Pvt Ltd with cleanup). Free 15-minute review call.
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. This eligibility checker is an advisory tool only; final clearance for filing STK-2 / Form 24 requires CA / CS review of the company's books, registers, and Master Data.
How to Use the Checker
- Pick entity type — Pvt Ltd / OPC uses Section 248 of the Companies Act 2013 (Form STK-2). LLP uses Rule 37 of the LLP Rules 2009 (Form 24).
- Answer Q1 — Years of inactivity — minimum 2 years for Pvt Ltd / OPC, 1 year for LLP. "Never commenced" is also eligible if 1 year has passed since incorporation.
- Answer Q2-Q10 — pending litigation, creditors, employee dues, statutory dues, bank accounts, registered charges, recent name change, recent office shift, recent corporate actions.
- Click Check My Eligibility — the engine evaluates all 10 inputs against Sections 248 and 249 (companies) or LLP Rule 37 and returns one of three verdicts:
- ELIGIBLE — all criteria met, you can file STK-2 / Form 24 now
- CONDITIONAL — eligible after specific cleanup steps (creditor settlement, bank closure, charge satisfaction, etc.)
- NOT YET ELIGIBLE — one or more hard blockers under Sec 249 or pending statutory dues — wait or address the blocker first
- Print the verdict for sharing with your CA / CS / Board.
Default scenario: Pvt Ltd / OPC + 2+ years inactivity + no litigation + no creditors + no employee dues + statutory dues cleared + bank accounts closed + no open charges + no recent name change + no recent office shift + no Sec 249 corporate actions → ELIGIBLE verdict, route to strike off service.
Section 248 & 249 — Eligibility Framework
Section 248(1) — When ROC May Remove Name from Register
The Registrar may remove a company's name from the Register of Companies under any of the following four grounds:
- Section 248(1)(a) — failure to commence business within ONE year of incorporation (suo motu action by ROC);
- Section 248(1)(b) — not carrying on any business or operation for TWO immediately preceding financial years AND has not made any application within such period for obtaining dormant status under Section 455 (suo motu);
- Section 248(1)(c) — subscribers have failed to pay subscription at the time of incorporation AND declaration under Section 10A has not been filed (suo motu);
- Section 248(2) — voluntary application by the company through Form STK-2 after passing a special resolution / obtaining consent of 75% members by paid-up capital.
Section 249(1) — Eight Disqualifying Conditions
A company SHALL NOT file Form STK-2 if at any time in the previous THREE MONTHS, the company has done any of the following:
| Clause | Disqualifying Action | Wait Period / Cure |
|---|---|---|
249(1)(a) | Changed its name | Wait 3 months from name change approval |
249(1)(b) | Shifted registered office from one state to another | Wait 3 months from INC-22 approval |
249(1)(c) | Disposed of property or rights for value | Wait 3 months unless disposal was to pay statutory dues / settle creditors |
249(1)(d) | Engaged in any activity other than that necessary for making strike-off application | Cease the activity; wait 3 months |
249(1)(e) | Applied to Tribunal for compromise / arrangement (Sec 230-232) | Conclude or withdraw the scheme |
249(1)(f) | Being wound up under Chapter XX or IBC | Conclude or convert proceedings |
249(1)(g) | Has assets and liabilities to be discharged | Discharge / settle before filing |
249(1)(h) | Is unable to pay its debts (insolvent) | File for IBC / winding up instead |
Beyond Section 249 — Operational Prerequisites
Even if all Section 249 conditions are cleared, the following operational items must be completed before STK-2 will be accepted:
- All pending annual compliance filed — AOC-4 and MGT-7 not more than 12 months old (use our MCA Late Fee Calculator for backlog)
- All statutory dues cleared with No Dues Certificates from IT, GST, PF, ESI, PT departments
- All bank accounts closed with bank closure certificates
- All registered charges satisfied via Form CHG-4 (Master Data must show "Satisfied")
- All trade creditors settled with NOC / Full and Final Settlement
- All employee dues including gratuity, leave encashment, F&F settled
- Board resolution + special resolution authorising strike off
- Directors' affidavits in Form STK-4 + Indemnity bonds in Form STK-3
LLP Rule 37 — Strike Off Provisions for LLPs
For Limited Liability Partnerships, the equivalent process uses Form 24 filed under Rule 37 of the LLP Rules 2009 read with Section 75 of the LLP Act 2008. Key differences from company strike off: (a) only ONE year of inactivity required (not 2); (b) consent of all partners (not just 75% majority); (c) all designated partners sign affidavits; (d) government fee ₹500 (versus ₹10,000 STK-2); (e) Form 8 and Form 11 must be filed up to date of cessation. The other prerequisites — no charges, no statutory dues, no litigation, closed bank accounts — apply analogously. See LLP Form 24 strike off service for complete LLP procedure.
Required Documents for Filing
| Document | Form | Notes |
|---|---|---|
| Indemnity bond by each director | STK-3 | ₹100 stamp paper, notarised. Each director indemnifies ROC against any liability that arises after strike off. |
| Affidavit by each director | STK-4 | ₹100 stamp paper, notarised. Sworn declaration that the company has nil liabilities, nil litigation, nil statutory dues. |
| Statement of Accounts | CA certified | Within 30 days prior to STK-2 filing. Must show zero / nominal balances. |
| Statement of Pending Litigation | STK-8 | Nil statement signed by board. |
| Bank Closure Certificates | From each bank | For every account ever opened. Original physical certificate preferred. |
| Special Resolution / Member Consent | MGT-14 (if SR) | 75% members by paid-up capital authorising strike off. |
| Latest AOC-4 + MGT-7 | Acknowledgement | Not older than 12 months from STK-2 filing date. |
| Board Resolution | Certified copy | Authorising STK-2 filing and signing by KMP / director. |
| PAN + Director KYC | Self-attested | Company PAN + each director's PAN and Aadhaar. |
| Income Tax / GST clearance | NDC or 26AS | Recommended though not always mandatory. |
Most common rejection causes: (1) Master Data shows open charge / pending notice — verify director DIN status and charge status before applying; (2) Bank closure certificate from one account is missing; (3) AOC-4 / MGT-7 older than 12 months — file annual return first; (4) Board resolution not signed by all directors. Use our DIN Verifier to confirm all directors' DINs are active before filing.
Don't Lose Your ₹10,000 STK-2 Fee
ROC keeps the fee on rejection. Patron's strike-off team has filed 1,500+ STK-2 / Form 24 applications with 98%+ first-time approval. Fixed-fee from ₹15,000.
DIY Strike Off vs Patron — A Reality Check
DIY Strike Off (₹10,000 fee + your time)
- You miss a Section 249 disqualifier — application rejected, fee lost
- Master Data still shows open charge — you didn't know CHG-4 needs separate filing
- Bank closure certificate from one secondary account missing
- AOC-4 / MGT-7 not filed for 3 years — accumulated late fees ₹3L+ before strike-off
- Affidavits notarised incorrectly — STK-2 rejected on procedural ground
- Public notice period passes, ROC raises objection, you cannot respond effectively
- If suo motu STK-1 received from ROC, all directors face 5-year disqualification
Patron Strike Off (Fixed-fee ₹15-₹35K all-in)
- Pre-filing eligibility audit on all 10 dimensions including Master Data verification
- Cleanup execution — charge satisfaction (Form CHG-4), bank closure coordination, GST cancellation
- Pending compliance filed with late fee optimisation strategy
- STK-2 / Form 24 drafted, e-filed, DSC affixed
- All affidavits notarised in correct format with stamp duty
- Public notice period monitoring; objection response if any
- Final STK-7 strike-off order delivered; final tax position closed
- 98%+ first-time approval rate across 1,500+ filings
The economics are stark: a DIY rejection costs the ₹10,000 STK-2 fee plus ~30 hours of director time + the cleanup work has to be redone correctly. Patron's fixed fee includes all of this with a no-rejection guarantee on procedural grounds.
Strike Off vs Dormant Status — When to Pick Which
If your company has ANY potential future use case (intellectual property holding, future business pivot, brand name preservation), consider dormant status under Section 455 instead of strike off. Dormant status keeps the entity alive with minimal annual compliance (only Form MSC-3 annual return), is reversible via Form MSC-4, and avoids the 6-18 month NCLT restoration process if you change your mind. Strike off is irrevocable except through NCLT restoration — see our Strike-Off Company Restoration service if you have a struck-off entity to revive.
Frequently Asked Questions
Strike off is the voluntary or suo motu removal of a company's name from the Register of Companies under Section 248 of the Companies Act 2013 (and Form STK-2 for voluntary application). It is the simplest and cheapest way to close an inactive company. For LLPs, the equivalent is Form 24 under Rule 37 of the LLP Rules 2009. Strike off is fundamentally different from winding up: (a) Strike off is for inactive companies with no significant operations and minimal liabilities — the company effectively ceases to exist by removal from the register; (b) Winding up under Chapter XX of the Companies Act 2013 or Insolvency and Bankruptcy Code 2016 involves liquidation of assets, settlement of creditors, and dissolution through court-supervised proceedings. Strike off costs ₹10,000-₹35,000 in professional fees and 4-6 months. Winding up costs ₹3-15 lakh and takes 1-3 years. Strike off is appropriate when the company has been inactive for 2+ years, has no assets, no liabilities, and no pending litigation. Winding up is appropriate when there are significant assets to distribute, ongoing creditor disputes, or insolvency-related issues.
Under Section 248(1) of the Companies Act 2013, a company is eligible for strike off if: (a) Section 248(1)(c) — the company has not commenced any business or operation in the immediately preceding two financial years AND has not made any application within such period for obtaining the status of a dormant company under Section 455; OR (b) Section 248(1)(d) — the company has failed to commence business within one year of incorporation. Additionally, Section 249(1) lists EIGHT disqualifying conditions: the company shall not file Form STK-2 if at any time in the previous three months, the company has — (a) changed its name; (b) shifted its registered office from one state to another; (c) made a disposal for value of property or rights held by it; (d) engaged in any activity other than that necessary or expedient for the purpose of making an application for strike off; (e) applied to the Tribunal for sanctioning of a compromise or arrangement; (f) is being wound up under Chapter XX or under the IBC; (g) has assets and liabilities to be discharged; (h) is unable to pay its debts. Beyond these statutory bars, the company must clear all statutory dues, settle creditors, close bank accounts, satisfy registered charges, and file pending annual compliance (AOC-4, MGT-7) before applying. Our tool checks all 10 dimensions in 2 minutes.
Both Section 248 (strike off) and Section 455 (dormant status) deal with inactive companies, but they serve different purposes. Dormant status under Section 455 is a temporary, recoverable state — the company continues to exist on the register but is recognised as inactive. It is suitable for: (a) companies formed for a future project not yet started; (b) companies holding intangible assets like IP or shareholding; (c) companies waiting for a specific event (regulatory approval, market entry). Annual compliance is minimal — Form MSC-3 (annual return of dormant company) is the only requirement. To regain active status, file Form MSC-4. Strike off under Section 248 is permanent — the company ceases to exist. It is suitable for companies with no future use, no assets, no liabilities. Once struck off, restoration requires NCLT proceedings under Section 252, which costs ₹50,000-₹2,00,000 and takes 6-18 months. Our recommendation: if there is ANY future use case (even hypothetical), file MSC-1 for dormant status first; strike off only when you are certain the entity has no future utility. Patron offers both services — strike off (₹15,000-₹35,000) and dormant status conversion (₹8,000-₹15,000).
All bank accounts of the company MUST be closed BEFORE filing Form STK-2. The strike off application requires submission of a bank closure certificate from every banker, certifying that the account has been closed and the account holder has no remaining balance, no pending instruments, no overdraft, and no liabilities. The process: (a) reconcile all transactions and obtain final statement; (b) realise all receivables and clear all payables (creditors paid, refunds collected); (c) transfer any residual balance to shareholders or use it to pay statutory dues; (d) file account closure application with bank; (e) obtain physical closure certificate signed by bank manager (digital scans are also accepted by ROC but original should be retained). Common pitfalls: companies with multiple accounts often forget about secondary accounts (current + savings + foreign currency + fixed deposit accounts), or accounts that have been dormant in the bank's records but not formally closed. Patron's strike-off package includes a bank account audit as the first step to identify all accounts in the company's name across banks. Active bank accounts at the time of STK-2 filing result in rejection of the application — the entire fee and effort is wasted.
Statutory dues are amounts owed to government authorities under various tax and labour laws. ALL statutory dues must be NIL before filing STK-2; the affidavit accompanying the application requires sworn declaration that the company has no outstanding statutory liability. The specific dues to verify: (1) Income Tax — file final ITR for the FY of cessation, pay any tax liability, obtain ITR acknowledgement and 26AS reconciliation; (2) GST — file final GSTR-3B and GSTR-9 (annual), pay all GST liability, apply for GST cancellation through Form GST REG-16 and obtain cancellation order; (3) TDS — file final TDS return, pay any pending TDS with interest, obtain Form 16/16A clearance; (4) Provident Fund — pay all pending PF contributions, file final ECR, and surrender PF code through Form 10C; (5) ESI — pay all pending contributions, file final return, surrender ESI code; (6) Professional Tax — pay state PT, surrender enrolment certificate; (7) MCA/ROC — file pending AOC-4 and MGT-7 (with late fees if applicable), pay all ROC dues. Best practice: obtain No Dues Certificates (NDCs) or written confirmations from each authority before applying. Pending statutory dues are the most common reason for STK-2 rejection.
A registered charge on the company's assets (loan secured by mortgage, hypothecation, or pledge filed via Form CHG-1) is a hard blocker for strike off. ROC will reject STK-2 if any charge is shown as open in the Master Data. Process to clear charges: (1) Settle the underlying liability — repay the loan in full to the secured creditor (typically a bank or NBFC); (2) Obtain a No Objection Certificate (NOC) or satisfaction letter from the secured creditor confirming that the debt has been discharged and they have no further interest in the company's assets; (3) File Form CHG-4 (Satisfaction of Charge) with ROC within 30 days of the date of satisfaction along with the NOC; (4) Verify that Master Data shows the charge as Satisfied (this update takes 7-15 days after CHG-4 approval); (5) Only after Master Data reflects the satisfaction can STK-2 be filed. If the secured creditor is unreachable or unwilling to issue NOC (e.g., bank merged, NBFC defunct), the company can file Form CHG-8 (condonation of delay in filing satisfaction) with the Regional Director or, if older, with NCLT. Patron's strike-off team handles end-to-end charge satisfaction including bank coordination for ₹3,000-₹8,000 per charge.
For a clean Pvt Ltd company (no pending compliance, no charges, no statutory dues), the cost and timeline are: (a) Professional fees: ₹15,000-₹25,000 for a CA/CS firm; (b) Government fees: ₹10,000 Form STK-2 fee; (c) Affidavits and indemnity bonds: ₹500-₹1,500 (stamp duty + notarisation); (d) Bank closure: ₹0-₹500 per account; (e) Total: ₹26,000-₹37,000. Timeline: (i) Pre-filing cleanup: 30-90 days (compliance filings, bank closure, charge satisfaction); (ii) STK-2 filing and processing: 60-90 days for ROC to issue STK-7 public notice; (iii) Public notice period: 30 days; (iv) Final strike off order: 60-120 days post notice. Total: 4-9 months from start to strike-off order. For companies with significant cleanup required (pending audits, multiple charges, statutory dues), the cost can rise to ₹50,000-₹1,50,000 and timeline can extend to 12-18 months. LLP Form 24 is generally cheaper — ₹10,000-₹18,000 all-in, 3-6 months — because of fewer statutory requirements. Get a fixed-fee quote based on your specific cleanup needs.
For Form STK-2 (Pvt Ltd / OPC voluntary strike off), the following documents are mandatorily attached: (1) Indemnity bond by every director in Form STK-3 (₹100 stamp paper, notarised, indemnifying ROC against any liability that may arise after strike off); (2) Statement of assets and liabilities certified by a Chartered Accountant within 30 days prior to STK-2 filing — must show zero or nominal balances; (3) Affidavit by every director in Form STK-4 (₹100 stamp paper, notarised, declaring no pending liabilities, no litigation, no statutory dues); (4) Copy of special resolution passed by shareholders (75% majority) authorising strike off, or consent of 75% members by paid-up capital; (5) Statement of pending litigation in Form STK-8 (nil statement); (6) Copy of bank account closure certificate(s) for ALL bank accounts; (7) Copy of latest filed AOC-4 and MGT-7 (must not be more than 12 months old); (8) Copy of PAN card of the company and identity proof of all directors; (9) Board resolution authorising the strike off application; (10) Income tax NOC or 26AS reconciliation; (11) For Section 8 Companies, additional approval from the Central Government. For LLP Form 24: indemnity bond by all designated partners, affidavit, copy of authority letter, statement of accounts, consent of all partners, and copy of last filed Form 8 and 11. Patron's strike-off package includes drafting and notarisation of all affidavits and bonds.
Voluntary strike off is initiated by the company itself via Form STK-2 — the company chooses to close. Suo motu strike off is initiated by the Registrar of Companies under Section 248(1)(a) or (b) based on the company's non-compliance: (a) Section 248(1)(a) — the company has failed to commence its business within one year of its incorporation; (b) Section 248(1)(b) — the company is not carrying on any business or operation for a period of two immediately preceding financial years AND has not made any application for obtaining the status of a dormant company. ROC issues STK-1 notice to the company giving 30 days to respond. If the company does not respond satisfactorily, ROC proceeds with strike off under Section 248(5). Consequences of suo motu strike off: (i) directors are disqualified for 5 years under Section 164(2)(b); (ii) DIN is deactivated; (iii) directors are barred from being appointed in any other company; (iv) restoration requires NCLT proceedings under Section 252. Voluntary strike off has none of these consequences. If you anticipate suo motu action (you have received STK-1 from ROC), file voluntary STK-2 immediately — it converts the proceeding into a voluntary one without director consequences. Patron handles both voluntary STK-2 and STK-1 response strategy.
Yes, a struck-off company can be restored by filing an application before the National Company Law Tribunal (NCLT) under Section 252 of the Companies Act 2013. Restoration grounds (Section 252(1) and 252(3)): (a) the company was carrying on business or in operation at the time of strike off; (b) the strike off was without justification; (c) restoration is otherwise just and equitable; (d) the application is filed within 20 years from the date of strike off (Section 252(3) restoration by any aggrieved person); (e) the application is filed within 3 years (Section 252(1) restoration by company itself, member, creditor, or workman). Cost and timeline: ₹50,000-₹2,00,000 professional fees, ₹10,000 NCLT fees, 6-18 months processing. Once NCLT orders restoration, the company is deemed to have continued in existence as if its name had never been struck off; all pending compliances must be filed with accumulated late fees (₹100/day for AOC-4/MGT-7 with no cap, easily running to ₹1L-₹5L per form for multi-year backlog). Before filing for restoration, calculate the total accumulated late fees using our MCA Late Fee Calculator. Patron has restored 200+ struck-off companies; success rate is 90%+ when restoration grounds are properly established.
Outstanding creditors (trade payables) and employee dues (unpaid salaries, gratuity, leave encashment, bonus, F&F) are CONDITIONAL blockers — they do not prevent strike off entirely but require specific cleanup steps before filing STK-2. Process: (1) Identify all outstanding amounts via books reconciliation; (2) For trade creditors — either pay off in full (preferred), or obtain written waiver / No Objection Certificate (NOC) from each creditor confirming write-off; alternatively, document as time-barred under Limitation Act 1963 (3 years from default for unsecured debt); (3) For employee dues — settle all final dues including statutory bonuses, gratuity (Payment of Gratuity Act 1972), leave encashment, severance; obtain signed Full and Final Settlement letter from each employee; (4) For statutory liabilities (PF, ESI, professional tax) — pay all amounts plus interest; obtain clearance from PF Commissioner and ESIC; (5) Disclose all settled amounts in the affidavit (STK-4) — they must show as zero outstanding. The Section 248 strike-off process explicitly requires NIL liabilities at the date of application; any undisclosed liability is grounds for restoration application by an aggrieved creditor (Section 252(3)), and directors may face personal liability under Section 339 for fraudulent conduct.
Section 249(1) lists six categories of recent corporate actions that disqualify a company from filing STK-2 if they occurred in the THREE MONTHS immediately preceding the application: (a) Section 249(1)(a) — the company has changed its name in the last 3 months (file STK-2 only after 3 months have elapsed since the new name approval); (b) Section 249(1)(b) — the company has shifted its registered office from one state to another in the last 3 months (intra-state shifts within the same ROC jurisdiction are not disqualifying); (c) Section 249(1)(c) — the company has made a disposal for value of property or rights held by it, immediately before cessation of business, other than for the purpose of paying off statutory dues or settling creditors (this is to prevent asset-stripping schemes); (d) Section 249(1)(d) — the company has engaged in any activity other than the one necessary or expedient for the purpose of making an application for strike off (in other words, you cannot conduct fresh business while preparing to close); (e) Section 249(1)(e) — the company has made an application to the Tribunal for the sanctioning of a compromise or arrangement (Sections 230-232 schemes); (f) Section 249(1)(f) — the company is being wound up under Chapter XX or under the Insolvency and Bankruptcy Code, whether voluntarily or by an order of the Tribunal. Each of these is a hard blocker — wait until the 3-month period elapses (for (a) and (b)) or address the underlying proceeding (for the others) before filing STK-2.
LLP strike off uses Form 24 under Rule 37 of the LLP Rules 2009, which is a simpler and shorter process than company strike off. Key differences: (1) Inactivity threshold — LLP requires only ONE year of non-business operation versus TWO years for companies; (2) Dormant status concept does not exist for LLPs — there is no equivalent of MSC-1; (3) Annual return filings — LLP requires the last filed Form 8 and Form 11; LLPs incorporated less than one year ago can apply if they have not commenced business; (4) Indemnity and affidavits — only the designated partners (not all partners) sign the affidavits; (5) Public notice — same 30-day public notice period via STK-7 equivalent; (6) Fees — Form 24 government fee is ₹500 (versus ₹10,000 for STK-2); professional fees are ₹10,000-₹18,000 (versus ₹15,000-₹35,000 for companies); (7) Timeline — typically 3-6 months total (versus 4-9 months for companies); (8) Section 249 disqualifications — apply analogously to LLPs (recent name change, registered office shift, fresh activity, etc.). For OPCs, the process is identical to Pvt Ltd companies via STK-2 but only one director (the sole owner) signs affidavits. Section 8 Companies face an additional Central Government approval requirement under Section 8(8).
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