How to Strike Off a Company in India: STK-2 Guide

To strike off a company in India, an eligible company files Form STK-2 with the Registrar of Companies (RoC) under Section 248(2) of the Companies Act, 2013, after passing a special resolution and clearing its liabilities. The Registrar then publishes a public notice, and if no objection succeeds, removes the company's name from the register and dissolves it. This is the simplest, lowest-cost route to voluntary closure for a company that has stopped operating — far quicker than formal winding up.

This guide explains, in plain terms, how to strike off a company in India: who is eligible, the exact conditions that must be met, the documents and steps for Form STK-2, the timeline, and the situations where strike-off is not available. It is written for founders, directors and small-business owners who want to close a defunct or dormant company cleanly.

What “strike off” means under Companies Act 2013 section 248

“Strike off” is the removal of a company's name from the Register of Companies maintained by the RoC, after which the company stands dissolved. It is governed by Sections 248 to 252 of the Companies Act, 2013, read with the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.

There are two routes under Section 248:

1. Registrar-initiated strike off (Section 248(1)) — where the RoC itself removes a company, for example because the company has not commenced business within one year of incorporation, or is not carrying on business and has not applied for dormant status.
2. Voluntary strike off (Section 248(2)) — where the company itself applies to be struck off after extinguishing its liabilities. This is the application route most owners use, and it is filed through Form STK-2.

This article focuses on the voluntary route under Section 248(2), since that is what “how to strike off a company in India” usually refers to in practice.

Note on legal citations: Section numbers here are under the Companies Act, 2013 and the 2016 Rules, which remain current as of this draft. Company-law provisions are amended frequently through notifications and rule changes. Always verify the current section text and the latest STK forms on the MCA portal before filing. (This is a corporate statute and was not renumbered by the 2023–24 criminal-law overhaul that replaced the IPC with the BNS and the CrPC with the BNSS — those changes do not touch the Companies Act.)

Strike off vs winding up: which closure route fits?

Many owners confuse strike-off with winding up. They are different in cost, time and complexity. The table below summarises the comparison.

Feature	Strike off (s.248)	Voluntary winding up / liquidation
Governing law	Companies Act 2013, ss.248–252 + 2016 Rules	Companies Act 2013 + IBC, 2016
Best for	Defunct / dormant company, no significant assets or liabilities	Solvent company with assets to distribute, or where creditors must be settled formally
Process complexity	Low — a single application (STK-2)	High — liquidator appointed, asset realisation, creditor settlement
Typical cost	Low (filing fee + professional fee)	Substantially higher
Typical time	A few months	Often a year or more
Liquidator required	No	Yes
Outcome	Name removed; company dissolved	Company wound up and dissolved

For most small or dormant companies with no ongoing assets or disputes, voluntary closure via strike-off is the proportionate choice. Where there are creditors to be paid in an orderly way or assets to be distributed, winding up or liquidation under the Insolvency and Bankruptcy Code may be more appropriate. An advocate can confirm which route your facts support.

Conditions: who is eligible to strike off a company

Before filing, the company must satisfy several conditions. Strike-off is only available where:

• The company has no outstanding liabilities, or has extinguished them before applying.
• The company has either never commenced business, or has not been carrying on any business for the two immediately preceding financial years and has not applied for the status of a dormant company.
• All statutory filings are up to date — annual returns and financial statements are generally expected to be filed up to the end of the financial year in which the company last operated.
• The company has filed Form STK-2 with the approval of its members through a special resolution (or consent of at least 75% of members in terms of paid-up share capital).
• Where applicable, regulatory or sectoral approval has been obtained (for instance, RBI consent for certain NBFCs).

Companies that cannot be struck off

Section 248(2) read with the Rules excludes certain companies from this route. Strike-off is generally not available where the company, in the previous three months, has:

• changed its name or shifted its registered office from one State to another;
• made a disposal for value of property or rights held by it (other than in the ordinary course of trading);
• engaged in any activity except what is necessary for making the strike-off application, settling affairs, or complying with a statutory requirement;
• applied to the Tribunal for sanction of a compromise or arrangement that is not finally concluded; or
• is being wound up under Chapter XX of the Act or under the IBC.

Listed companies, certain regulated entities, and companies with charges pending satisfaction will also face restrictions. This eligibility check is where a careful review matters most, because filing when ineligible can lead to rejection or later restoration proceedings.

How to strike off a company in India: the Form STK-2 process step by step

Here is the typical sequence for voluntary closure under Section 248(2).

1. Hold a Board meeting. The directors pass a board resolution to close the company, authorise the application, and fix a date for a general meeting.
2. Clear liabilities. Settle or extinguish all debts and obligations. Close bank accounts and obtain a statement of accounts.
3. Pass a special resolution. In a general meeting, members approve the strike-off by special resolution, or give consent representing at least 75% of paid-up share capital. File Form MGT-14 for the special resolution where required.
4. Prepare the documents (see the checklist below), including a statement of accounts not older than 30 days before the application, certified by a Chartered Accountant.
5. File Form STK-2 with the RoC, accompanied by the prescribed government fee (currently 10,000 rupees at the time of this draft — verify the current fee on the MCA portal) and the supporting documents.
6. RoC review and public notice. If the application is in order, the Registrar issues a public notice in Form STK-7, publishes it on the MCA website and in the Official Gazette, inviting objections within a stated period.
7. Removal and dissolution. If no sustained objection is received, the Registrar strikes the name off the register and the company stands dissolved from the date mentioned in the notice.

Documents required for Form STK-2

Document	Purpose
Form STK-2	The application itself
Board resolution + special resolution (MGT-14)	Authority to apply / member approval
Indemnity bond (Form STK-3)	Directors indemnify against liabilities
Statement of accounts (Form STK-8)	CA-certified, not older than 30 days
Affidavit (Form STK-4)	By each director
Statement regarding pending litigation	Disclosure of any pending cases
PAN, bank account closure proof	Identity and closure evidence
Board / member consent documents	Supporting the resolutions

Forms and fees change periodically; treat the above as a planning checklist and confirm the live forms on the MCA portal before filing.

Timeline and what happens after strike off

After STK-2 is accepted, the public-notice and objection window typically runs for a defined period before the RoC finalises removal. End to end, a clean voluntary strike-off commonly takes a few months, depending on RoC workload and whether queries are raised.

Important after-effects to understand:

• Director liability survives dissolution. Under Section 250, even after strike-off, the liability of every director, manager or officer continues and may be enforced as if the company had not been dissolved.
• Restoration is possible. An aggrieved person or the company may apply to the National Company Law Tribunal (NCLT) under Section 252 within the statutory period (generally up to three years) to restore the company's name to the register if the strike-off was improper or if the company was, in fact, carrying on business.
• Assets vest in government. Any property remaining with a struck-off company can vest in the government, which is why clearing assets and liabilities beforehand matters.

Common mistakes that get an STK-2 rejected

• Filing while annual returns or financial statements are outstanding.
• Applying when the company has disposed of property for value in the previous three months.
• An indemnity bond or affidavit that is incomplete or not properly stamped/notarised.
• A statement of accounts that is older than 30 days at the date of application.
• Not disclosing pending litigation or undischarged charges.
• Trying to strike off a company that should instead go through winding up because of unresolved creditors.

Getting the eligibility and documentation right the first time avoids rejection, re-filing costs, and the risk of later restoration disputes.

How this fits with your wider corporate work

Closing a company correctly is as much about the pre-filing diligence as the form itself — choosing between strike-off and winding up, completing overdue filings, and drafting the resolutions, indemnity bond and affidavits. To understand the full scope of our corporate and commercial work, see our corporate and commercial law practice. If your closure involves an unresolved contractual dispute, you may also want to read our guides on interim relief under Section 9 of the Arbitration Act and on conciliation and mediation in India. Founders winding down an IP-holding company should also review what happens to registered rights — see our note on patent registration in India. The full statutory text is available on India Code: Companies Act, 2013, Section 248.

Frequently Asked Questions

This article is for general informational purposes only and does not constitute legal advice. Laws change and every situation is different; please consult a qualified advocate about your specific matter.