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Corporate Winding Up

Closure of Private Limited Company (Fast Track Strike Off - Form STK-2)

Close an inactive, defunct, or unviable Private Limited company legally without undergoing lengthy court liquidation. File for Fast Track Exit under Section 248(2) of the Companies Act, 2013 via Form STK-2, eliminate ongoing compliance burdens, and protect director DIN credentials.

  • Fast Track Exit under Section 248(2)
  • Form STK-2 E-Filing with RoC
  • Indemnity Bond & CA Certified Accounts
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Fast Track Dissolution

How to legally wind up a defunct Private Limited company in India

Keeping an inactive or defunct company open without filing annual returns is extremely dangerous. Directors remain personally exposed to compounding late fees, prosecution notices, and DIN disqualification under Section 164(2).

Under Section 248(2) of the Companies Act, 2013 read with the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, an eligible company can voluntarily apply to the Registrar of Companies to strike its name off the register using Form STK-2.

This 'Fast Track Exit' process allows companies that have not commenced business within one year of incorporation, or have not carried on active operations for the preceding two financial years, to dissolve cleanly without going through formal NCLT court liquidation.

Eligibility

Who can apply for Fast Track Strike Off (STK-2)?

Uncommenced Companies

Companies incorporated that failed to commence business operations within 1 year of incorporation.

Inoperative for 2 Years

Companies that have not carried out any commercial business or operations for the preceding 2 financial years.

Clean Balance Sheet Entities

Companies that have settled all third-party debts, taxes, and liabilities, showing nil assets and nil liabilities.

Pivoting Founders

Entrepreneurs closing legacy ventures to clear their directorship records before incorporating new startups.

Scope

Complete company strike off and closure services

1

Eligibility Audit

Reviewing financial statements, tax liabilities, and MCA filings to ensure strict compliance with Section 248 conditions.

2

Bank Account Closure Assistance

Guiding official closure of company bank accounts and obtaining bank closure certificates.

3

Statement of Accounts (CA Certified)

Preparation of audited Statement of Accounts showing nil assets and nil liabilities dated not more than 30 days before filing.

4

Indemnity Bonds (Form STK-3)

Drafting notarized indemnity bonds on non-judicial stamp paper from all directors indemnifying the ROC against future claims.

5

Affidavits (Form STK-4)

Drafting individual sworn affidavits from all directors verifying the accuracy of closure particulars.

6

Form STK-2 E-Filing

Submitting the formal strike-off application on the MCA portal along with prescribed government fees.

7

ROC Gazette Tracking

Monitoring ROC public notices (STK-5) and gazette notifications until final dissolution (STK-7).

Workflow

Closing your company in 3 steps

Simple, organized, and guided at every step by our compliance desk.

  1. 1

    Step 1 — Settle Liabilities & Close Bank Accounts

    Pay off all outstanding creditors, surrender GST/tax registrations, and obtain a formal bank account closure certificate.

  2. 2

    Step 2 — Legal Documentation & EGM Resolution

    Our legal desk drafts the Statement of Accounts, Form STK-3 indemnity bonds, STK-4 affidavits, and shareholder special resolution.

  3. 3

    Step 3 — Form STK-2 Filing & Official Gazette Notice

    We file Form STK-2 with the ROC. The Registrar issues public notices (STK-5) and publishes final dissolution in the Official Gazette.

Checklist

Documents required for company closure (STK-2)

  • Statement of Accounts certified by a Chartered Accountant showing NIL assets and NIL liabilities (within 30 days of filing)
  • Bank Account Closure Certificate from the company's banker
  • Notarized Indemnity Bond in Form STK-3 executed by all directors on stamp paper
  • Sworn Affidavit in Form STK-4 executed by all directors before an Executive Magistrate or Notary
  • Certified true copy of Special Resolution passed by at least 75% of shareholders (or consent letter from 75% members)
  • NOC from regulatory authorities (if the company holds specialized licenses like RBI, SEBI, or IRDAI)
  • Class-3 Digital Signature Certificate (DSC) of an active director
Please note: A company cannot apply under Section 248 if it has changed its name, shifted its registered office, or traded within the previous 3 months.

Closure Comparison

Fast Track Strike Off vs. Court Winding Up

Fast Track Strike Off (Section 248)

Administrative procedure handled directly by the ROC for defunct companies with nil liabilities. Completed in 3 to 6 months without court hearings.

Voluntary Liquidation (IBC 2016)

Comprehensive winding up under the Insolvency and Bankruptcy Code through an Insolvency Professional and NCLT approval. Required for solvent operating companies.

Why VIDURA

Clean, risk-free corporate exit

Pre-Filing Liability Scrubbing

We ensure all tax and creditor dues are cleared to eliminate the risk of ROC rejection or future revival petitions.

Flawless Stamp Documentation

Indemnity bonds and affidavits formatted to exact state stamp duty requirements to prevent procedural delays.

Gazette Surveillance

We track government notices from initial STK-5 publication to final STK-7 striking off confirmation.

FAQ

Frequently Asked Questions About Closing a Company

How long does it take to close a company through Form STK-2?

Once Form STK-2 is filed, the Registrar scrutinizes the application and publishes a public notice in Form STK-5 for 30 days inviting objections. If no objections are received from the income tax department or public, the ROC strikes off the company name and issues a dissolution notice in Form STK-7, typically within 3 to 6 months.

Can a company with pending loans or tax dues apply for strike-off?

No. Under Section 248, a company must have zero assets and zero liabilities. All bank loans, creditor dues, vendor balances, and tax demands must be fully settled prior to filing Form STK-2.

What is the government fee for filing Form STK-2?

The statutory MCA filing fee for Form STK-2 is ₹10,000.

Can directors be held liable after the company is struck off?

Under Section 248(7), the liability of every director and officer in default continues and may be enforced as if the company had not been dissolved, which is why proper indemnity bonds and clean financial accounts are critical.

Clean Corporate Exit

Dissolve your defunct company legally and eliminate compliance stress.

Connect with VIDURA's corporate winding-up desk. We handle liability audits, indemnity documentation, and Form STK-2 filing.

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