If your company is no longer operational, closing it legally is as important as starting it. An abandoned company continues accumulating penalties and can lead to director disqualification. We handle the complete strike-off process through C-PACE — typically within 2 months.
Many founders make the mistake of simply abandoning an incorporated company when the business doesn't work out — stopping activities but not formally closing it. This creates an ongoing compliance trap that gets worse every year and can have severe personal consequences for directors.
Annual ROC filing obligations continue regardless of whether the company does any business. Each year of missed filings accumulates: (1) ₹100/day late fee per form (AOC-4 + MGT-7 + others) — with no cap. (2) After 3 consecutive years of non-filing, all directors are disqualified under Section 164(2) — cannot serve as director anywhere for 5 years. (3) ROC initiates suo moto strike-off with penalties. (4) Criminal liability under Companies Act for officers in default. Proactively closing an inactive company is far cheaper and safer than abandoning it.
Used when: Company has nil assets and nil liabilities. Has not operated for 1 year or more. No pending legal proceedings. Simpler, faster, and cost-effective. Filed through STK-2 with C-PACE. Typically completed in under 2 months. Government fee: ₹10,000. Company ceases to exist from date of STK-7 gazette notification.
Required when: Company has assets to distribute OR outstanding debts/liabilities that cannot be settled before closure. Governed by Insolvency and Bankruptcy Code (IBC) 2016 (voluntary winding up) or Companies Act Section 271 (compulsory winding up by NCLT). Involves appointment of liquidator. More complex, time-consuming, and expensive. Recommended for companies with FD interest income, property, or unresolved creditor claims.
Not every company qualifies for the simple strike-off route. All of the following conditions must be met before filing STK-2:
Company has not commenced business, OR ceased business for at least 1 financial year
NIL assets and NIL liabilities on date of application
No open bank accounts (all closed, certificates obtained)
All statutory filings cleared (AOC-4, MGT-7, ITR, GST returns)
No pending legal proceedings or regulatory investigations
Not listed on any stock exchange
No asset disposal in last 3 months (except for business wind-down)
75% shareholder approval for strike-off
Company has any outstanding loans, debts, or liabilities
Company changed its name within last 3 months
Company changed registered office (state) within last 3 months
Company altered its objects clause within last 3 months
Company is a listed company or has been delisted ("vanishing company")
Under Section 206/207 inspection notice pending
Company under active fraud investigation
ROC has already initiated suo moto strike-off (cannot file STK-2 simultaneously)
Section 249 bars companies from filing STK-2 if: (a) the company changed its name in the last 3 months; (b) the company changed its registered office address (state) in the last 3 months; or (c) the company disposed of property or rights in the last 3 months (except for business wind-down purposes). Planning ahead — at least 3 months before the intended filing date — is essential to avoid this bar.
Main application filed on MCA V3 portal by the company to C-PACE for removal of its name under Section 248(2). Government fee: ₹10,000. Must be accompanied by STK-3, STK-4, STK-8, bank closure certificates, and other documents.
Executed by all directors and majority shareholders (on ₹100 stamp paper, notarized). Indemnifies any future claims against the company after dissolution. States that all liabilities are NIL.
Separate affidavit from each director (on stamp paper, notarized) confirming: no pending dues, no legal proceedings, all filings cleared, company has not traded for the specified period.
Financial statement showing NIL assets and NIL liabilities as on a date not earlier than 30 days before the STK-2 filing date. Must be certified by a Chartered Accountant (stamped and signed).
Published by C-PACE in the Official Gazette for 30 days — inviting objections from any interested party (creditors, employees, regulatory bodies). If no valid objections received, C-PACE proceeds with dissolution.
Issued by C-PACE in the Official Gazette after the 30-day objection period. The company is legally dissolved from this date. COI cancelled. All annual filing obligations cease permanently.
75% shareholder approval (Special Resolution) for strike-off must be filed with ROC in Form MGT-14 within 30 days of passing the resolution at EGM. Required before filing STK-2.
We review your company's status — filing history, outstanding liabilities, bank accounts, pending notices, and legal proceedings. We identify and clear all pending compliance arrears: AOC-4, MGT-7, ITR, GST returns (including final GSTR-10 if registered). All dues, late fees, and penalties paid.
All company bank accounts must be closed and a bank closure certificate obtained from each bank. This is a mandatory attachment in STK-2. Operating any bank account after filing STK-2 is not permitted. Settle any cheques, ECS mandates, or standing instructions before closure.
Convene a Board Meeting and pass a Board Resolution authorizing the strike-off application and calling an EGM for shareholder approval. Minutes documented. Board authorizes a director to file STK-2 and sign all documents.
Convene an EGM with proper notice. Pass a Special Resolution with ≥75% shareholder votes approving the company's closure. File the Special Resolution with ROC in Form MGT-14 within 30 days of the EGM.
If the company held any special licenses or registrations (SEBI, RBI, IRDAI, FSSAI, etc.), obtain NOC from the relevant regulator. Also cancel GST registration (Form GST REG-16) and obtain GST cancellation order. Surrender any other business licences.
Our CA team prepares: STK-8 (CA-certified nil balance sheet not older than 30 days). Our CS team prepares: STK-3 (indemnity bond), STK-4 (individual director affidavits), consent of majority shareholders, copies of MGT-14, AOC-4 for the period of inactivity, ITR copies, and bank closure certificates.
Form STK-2 filed on MCA V3 portal with all attachments and ₹10,000 government fee. Automatically routed to C-PACE for STP (Straight Through Processing). C-PACE verifies all conditions and documents. If everything is in order, proceeds to public notice stage. Any deficiency → query raised → must be responded to promptly.
C-PACE publishes Form STK-6 in the Official Gazette inviting objections from creditors, employees, regulators, or any interested party within 30 days. During this period, no objections = C-PACE proceeds. Valid objections = process may be stopped pending resolution.
After the 30-day objection period with no valid objections: C-PACE publishes Form STK-7 in the Official Gazette. The company is legally dissolved from this date. Certificate of Incorporation is cancelled. CIN is marked as "Struck Off" on MCA portal. All compliance obligations permanently end.
Since May 2023, C-PACE processes all STK-2 applications through STP (Straight Through Processing) — automated processing with no manual intervention when all conditions are met. This has dramatically reduced closure timelines from 6–12 months under the old system to under 2 months. As of July 2025, C-PACE has successfully dissolved 38,658 companies. The key to fast processing: complete and accurate documents on the first filing — no queries, no resubmission.
Strike-off (Section 248) is for inactive companies with nil assets and nil liabilities. It is simple, fast (under 2 months through C-PACE), and affordable (₹10,000 government fee). The ROC removes the company's name from the register — company ceases to exist. Winding up (under IBC 2016 for voluntary, or NCLT for compulsory) is for companies with assets to distribute or debts to settle. It involves appointment of a liquidator, formal asset distribution, creditor settlement, and final dissolution. More complex, expensive, and time-consuming. If your company has any unresolved liabilities, you must go through winding up — not strike-off.
Yes — under Section 252 of the Companies Act, a struck-off company can be restored by the NCLT (National Company Law Tribunal). Any person aggrieved by the strike-off can file an appeal with NCLT within 3 years from the date of the strike-off order. If the Tribunal finds the strike-off was unjust or the company has legitimate reasons to be restored, it can order restoration. Once restored, all pending compliance filings must be cleared with full late fees. Restoration is expensive and requires legal proceedings — which is why properly closing the company proactively is always better.
No — you must clear ALL pending compliance filings before STK-2 is accepted by C-PACE. This includes: all overdue AOC-4 (financial statements), MGT-7 (annual returns), Income Tax Returns for all years, GST returns including final GSTR-10 (if GST registered), and payment of all ROC late fees and penalties. C-PACE verifies your company's filing status before processing. We help you clear all arrears efficiently — often using the CCFS 2026 scheme (90% waiver on late fees) if pending years are prior to FY 2024-25.
Properly closed companies have no ongoing obligations — directors are free. However, directors remain personally liable for any offences committed during their tenure — even after the company is closed. For example, if the company evaded taxes or defrauded creditors during directors' tenure, those liabilities survive the strike-off. Also: any liabilities that arise after strike-off are borne by the directors personally (as stated in the indemnity bond STK-3). This is why clearing all dues before filing STK-2 is absolutely critical.
Yes — but GST registration must be cancelled before or simultaneously with the strike-off process. You must: (1) File Form GST REG-16 (GST cancellation application). (2) Ensure all pending GST returns are filed (including final GSTR-10 within 3 months of cancellation). (3) Reverse all ITC on closing stock and pay any resulting tax. (4) Obtain the GST cancellation order (Form REG-19). The REG-19 order is a mandatory attachment in STK-2. Many professionals recommend completing GST cancellation before filing STK-2 to avoid delays.
Complete company closure through C-PACE — compliance clearance, STK-2 filing, GST cancellation, and final dissolution in under 2 months. Transparent pricing.