Closure of Pvt Ltd Company in India

Closure of Pvt. ltd. Company or Striking off means removing the name of the Company, which means closure of a company by ending of all the operations in the record maintained by the Registrar of Companies.

The Company will not be in existence after being Struck Off and cannot perform any operation thereafter.

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    Type of company to be strike off in India

    Any company can get strike off whether it’s a

    ☛ Private company 

    ☛ One-person company 

    ☛ Public company 

    ☛ Section 8 company 

    What are ways to strike off a company?

    A company can get strike off in two ways:-

    🔯 By company itself as Voluntary Striking off

    OR

    🔯 By Registrar of Companies

    Voluntary Striking off by a Company

    When a company didn’t meet the expectations of the owner in terms of growth, profit, the owner on behalf of the company can voluntarily file the application with the help of any professional for the closure of company.

    A company can get apply for striking off voluntary after satisfying the below given conditions:-

    ✍️ Extinguishing all its liabilities (which also includes complete annual filing of previous year).

    ✍️ Taking approval from Members by special resolution 

    ✍️ Closure of Bank Account

    When a company cannot make application for voluntary striking off?

    An application on behalf of a company shall not be made if, at any time in the previous three months, the company—

    ✍️ Has changed its name or shifted its registered office from one State to another ,

    ✍️ Has made a disposal for value of property or rights held by it ,

    ✍️ Has engaged in any other activity ,

    ✍️ Has made an application to the Tribunal for the sanctioning of a compromise or arrangement and the matter has not been finally concluded .

    Procedure for Strike Off Company.

    Step 1: Board Meeting

    Convene a board meeting by giving at least 7 days prior notice and Seek approval of the Board of directors regarding:

    ✔️ Proposed striking of the company and get the Approval of it by passing the board resolution

    ✔️ Calling of EGM & fixing of day, date, time, venue etc.

    ✔️ Authorizing any professional OR director for signing notice, filing of forms etc.

    Step 2: Extra ordinary general meeting

    Convene EGM by giving at least 21 days’ notice and can also give shorter notice, if 95% of the member gives their consent in writing.

    ✔️ Send Notice of general meeting to all members along with Explanatory Statement (Section-102), Proxy Form, Route Map and Attendance Slip.

    ✔️ Hold the general meeting and get approval of the members by passing a special resolution.

    Step 3: Filing of form MGT-14

    Filing of e-Form MGT-14 along with the prescribed filing fee within 30 days from the date of passing of special resolution with following attachments:

    ✔️ Notice of EGM/ consent of shorter notice.

    ✔️ Certified True Copy of special resolution & Minutes of change of name with explanatory statements annexed thereto.

    Step 4: Filing of form STK -2

    After obtaining approval of the members by way of special resolution , the Company needs to file an application in form STK-2  (https://www.mca.gov.in/MinistryV2/companyformsdownload.html ) for the closure of the company with a government fees of Rs.10,000 along with following attachment :

    ✔️ Indemnity Bond duly notarized by all directors (Form STK 3).

    ✔️ A statement of liabilities comprising of all assets and liabilities of the companies (certified by a Chartered Accountant).

    ✔️ Certified true copy of Special Resolution (duly signed by every director of the company).

    ✔️ Copy of Board resolution authorizing the filing of this application.

    ✔️ An affidavit in Form STK-4

    ✔️ A letter from the bank for the closure of current account of the company

    ✔️ A statement concerning any pending litigations with respect to the company.

    ✔️ Copy of relevant order of delisting, if any, from the concerned stock exchange.

    ✔️ No objection certificate from relevant regulatory department in case company is governed by such department.

    Step 5: Time Duration

    Once an application is made for striking off of company by filing E-form STK-2, the concerned Registrar of Companies (ROC) after verifying the documents will strike off the name of company and this procedure normally takes 3-4 month.

    However, if any objection is received from Registrar of Companies (ROC) this process might take extra time or even reject the application.

    Strike off by Registrar of Companies

    The Registrar of Companies may issue a notice to the Companies and its Directors in Form STK-1 (Removal of Names of Companies from the Registrar of Companies) if he/she holds a reasonable cause as specified above.

    Such a notice would inform the respective companies of the removal of its name from the record and request it to send its representatives with the requisite documents within thirty days of the issue of such notice.

    This process is also referred to as Compulsory removal of name from the Registrar of Companies.

    Power of Registrar to Remove Name of Company from Register of Companies.

    Where the Registrar has reasonable cause to believe that—

    ✨ A company has failed to commence its business within one year of its incorporation

    OR

    ✨  A company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company .

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