Closure of Inactive Private Limited Company 100% Easy Online Process & Transparent Pricing
The Company being is a creation of law; it can be closed by the Rules prescribed under the Companies Act. An inactive or defunct Company can be struck off U/s 148(1) by filing STK-2 Form to the ROC with CA Certificate, affidavits and indemnity bonds.
Pricing for Closure of Inactive Company
Eligibility check and Due diligence on ROC Filing
Finalization of Account
Memorandum of Association
Drafting of Affidavits & Indemnity Bond
Filing Form STK-2 To ROC
Basic Package +
Surrender of PAN
Surrender of TAN
GST Final Return
Stamp Paper & Notary
All the company directors have to file an affidavit and indemnity bond prepared on the appropriate value of the Non-Judicial Stamp paper. The affidavits and the indemnity bonds are required to be witnessed/attested by a Notary Public.
The stamp duty may differ from state to state; hence you should check the appropriate stamp paper value from the local vendors; generally, Rs 100 stamp paper is applicable for indemnity bond and Rs. 50-100 is applicable on affidavits.
The Notary attestation is an activity where the deponent of the affidavit of the person making the indemnity bond signs in the presence of the Notary. Hence, you should take the affidavits and indemnity bond after purchasing the stamp paper to the local Notary’s office for attestation.
List of Documents Require for strike off of company
- All ITR and Returns Filed with ROC
- Board Resolution Authorising the Closure
- Affidavit from all the Directors
- Indemnity Bond from all the Directors
- Consent of 75% of Shareholder
- Bank Closure Statement
- CA Certified Statement of Accounts
- Identity and Current Address Proof of partners
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Closure of a Private Limited Company
As a Private Limited Company is a creation of law, it can be closed by the procedure established under the law only. The Companies Act, 2013 provides an easy method to close a company without going to NCLT in case that company is inactive or defunct. An inactive or dormant company with no assets or liabilities can file Form STK-2 Form to ROC for easy and fast closure. However, if the company is active, or where there are assets or liabilities, then for winding up, an application needs to be made to NCLT under Insolvency and Bankruptcy Code 2016 (IBC).
STK-2 Form: The is empowered to close a company that has not started its operations or if started, has become defunct and has been inactive for over two years. The application of such companies are filed in the prescribed form STK-2, the government fee payable on the STK-2 Form is Rs. 10,000/-
Legal Provisions in the Companies Act, 2013 for Company Closure
Section 248 gives power to the registrar of companies to strike off the name of a company in several situations; the powers of the ROC can be invoked by a company also for its striking off by filing an STK-2 application to the ROC. Here are the situations under which a company can make an application for its closure
- Section 248 (1) A – When company failed to commence its business operation with one year of its incorporation
- Section 248 (1) C – A company that started its business has become defunct or inactive, and such a company has been inactive for the past two financial years.
- Section 248 (1) D – The MOA subscribers have not paid the share capital within 180 days of the company incorporation. It means that the company just got registered, and its promoter shareholder contributes no capital.
Checklist for filing STK-2 Application for Company Striking off
- Eligibility Check –
The company must be defunct or inactive under section 248; there are three situations in which a defunct or inactive company can be struck off; check the appropriate section under which the application is to be filed.
- Shareholder Consent –
The company can file the STK-2 application only when the shareholders of the company adopt a special resolution. A minimum of 75% shareholders vote is necessary for passing a special resolution
- Pay all Government Dues –
Before the decision to close the company is made, ensure that all government dues such as GST, Income Tax, PF, ESIC or any other company’s liability towards the government are fully paid.
- Close Bank Accounts –
The company’s bank accounts need to be closed, and you should obtain a complete bank statement and the Bank Closure letter from the banker. These documents are filed along with STK-2 Form.
- No Assets or Liabilities –
Before making the STK-2 application ensure that there is no assets or liabilities in the company; a statement of the assets and liabilities are filed with the STK-2 form after attestation with a Practicing Chartered Accountant
- No Litigation –
There should not be any pending litigation for the applicant company with the state government, central government, or agencies. Also, check that no Income Tax or GST Assessment is pending.
- CA Certification
A Chartered Accountant must attest to the Statement of Accounts showing NIL assets and liabilities in practice. The date of the statement should be within 30 days on which Form 24 is being filed.
- Check DIN & DSC Status –
Every year DIR-3(KYC) must be filed to keep the DIN active; check the DIN status; if the KYC has not been filed, Please do file the DIN KYC. As the application for striking off the company is filed using Digital Signature, check if the DSC is valid for the partners; if not, Go for DSC Renewal.
The Process of Company Closure
Calling of EGM of the shareholders
To file the application in STK-2 Form for Company Closure to the ROC, a meeting of the company’s shareholders must be called in to decide about the closure with at least 75% voting rights.
Bank A/c Closure & Prepare Financial Statement
The bank accounts of the company must be closed, and a certificate from the banker is needed. Prepare a financial statement with Nil Assets and Liabilities, A Practicing CA or Auditor shall certify it.
Affidavit & Indemnity Bond of All Directors
All directors and shareholders have to swear an affidavit that all information and documents being filed are true and correct and an indemnity bond that the directors shall pay in person if any liability comes up.
Filing of STK-2 Form
Check that the company has filed all pending ITR & ROC Return to the ROC. The application for closure of the company filed online with a digital signature in Form STK-2 with the government fee of Rs. 10,000/-