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How to close a private limited company: strike-off with STK-2

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If your company is not doing business and has no liabilities, the simplest way to close it is a voluntary strike-off under Section 248(2), applied for in STK-2. It is far cheaper than formal winding up.

Who can apply

  • The company has not carried on business for the last two financial years, or has not started business within a year of incorporation.
  • It has no assets and no liabilities (bank accounts closed, dues settled).
  • All pending annual filings are complete up to the end of the year in which it stopped business.
  • It is not under investigation, inspection or prosecution, and has no pending litigation.

Process

  1. 1.Board resolution to apply for strike-off.
  2. 2.Settle liabilities, close bank accounts, cancel GST registration.
  3. 3.Special resolution of shareholders (or consent of 75% by paid-up value).
  4. 4.Prepare a statement of accounts not older than 30 days, certified by a CA.
  5. 5.Each director gives an indemnity bond (STK-3) and affidavit (STK-4).
  6. 6.File STK-2 with the fee.
  7. 7.The Registrar publishes a public notice; after the notice period, the company is struck off and dissolved.

Frequently asked questions

Yes, by applying to the Tribunal within three years under Section 252, if there is a genuine reason.

Yes. The liability of directors and members continues as if the company had not been dissolved.

This guide is general information, not legal advice. Government fees and procedures change; confirm current figures before you file.

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