Many business owners eventually need to close their company formally. Skipping the legal process exposes directors to ongoing penalties, disqualification, and compliance obligations for a non-operating entity. The strike off company procedure eliminates these risks cleanly and legally.
Governed by Sections 248–252 of the Companies Act, 2013, the strike off company procedure removes an inactive company from the MCA’s Register of Companies. For anyone wondering how to close a Pvt Ltd company or seeking a clear path for the closure of a private limited company, this guide covers everything: eligibility, procedure, documents, the CCFS Scheme 2026, and FAQs.
Table of Contents
What is Strike Off of a Company?
Strike off company meaning: the formal removal of a company’s name from the Register of Companies by the Registrar of Companies (RoC). Once struck off, the company ceases to exist as a legal entity, its Certificate of Incorporation is cancelled, and it can no longer contract, own property, or operate.
Strike off company status means official dissolution. Unlike winding up, a struck-off company can be restored under Section 252. However, all liabilities and obligations that existed before dissolution remain enforceable against directors, officers, and members.
Eligibility Conditions for Strike Off
A company must meet at least one of these conditions under Section 248:
- Did not commence business within one year of incorporation.
- Has not carried on any business for the two immediately preceding financial years and has not applied for dormant company status under Section 455.
- Subscription money was not received and Form INC-20A was not filed within 180 days of incorporation.
- All outstanding liabilities have been fully settled.
- All pending financial statements (AOC-4) and annual returns (MGT-7) are filed up to the financial year in which business ceased.
Who Cannot Apply for Strike Off?
The following are ineligible for voluntary or suo-moto closure of company:
- Listed companies or delisted companies
- Vanishing companies
- Companies under inspection, investigation, or with pending prosecutions
- Companies with pending notices under Section 206 or 207 (reply awaited)
- Companies with pending compounding applications
- Section 8 companies (must first convert to a private/public company)
- SEBI-regulated asset management companies
- Companies with outstanding loans or dues to creditors
- Companies that, in the last three months, changed their name, shifted registered office to another state, disposed of property for gain, engaged in business activity, or filed a tribunal application
Two Methods of Company Strike Off Procedure
Voluntary Strike Off — Section 248(2)
The company itself initiates closure of pvt ltd company. After settling all liabilities, it passes a special resolution (or gets consent of 75% members by paid-up capital) and files E-form STK-2 with C-PACE. This is the standard route for how to close a Pvt Ltd company in India.
Compulsory Strike Off — Section 248(1)
The RoC or C-PACE initiates removal suo-moto when a company fails to commence business, skips annual filings for two years, or has no registered office. The RoC issues notice in E-form STK-1, gives the company 30 days to respond, and if unsatisfied, publishes a public notice and finalises dissolution via STK-7.
Step-by-Step Strike Off Company Procedure (Voluntary)
| Step | Action | Key Requirement |
| Step 1 | Board Meeting | Approve strike off; authorise a director to file |
| Step 2 | Clear All Liabilities | Settle debts, GST dues, income tax, PF |
| Step 3 | Prepare Accounts (STK-8) | Certified by CA; dated within 30 days of filing |
| Step 4 | EGM & Special Resolution | 75% shareholder approval by paid-up capital |
| Step 5 | File MGT-14 | Within 30 days of passing the EGM resolution |
| Step 6 | File STK-2 with C-PACE | Attach all documents; fee Rs. 10,000 (Rs. 2,500 under CCFS-2026) |
| Step 7 | RoC Issues Public Notice (STK-6) | 30-day public objection window |
| Step 8 | RoC Publishes in Official Gazette (STK-7) | Company officially dissolved |
All STK-2 applications are processed by C-PACE (Centre for Processing Accelerated Corporate Exit), established by MCA on April 17, 2023, with pan-India jurisdiction.
Documents Required for STK-2 Filing
- Indemnity Bond (STK-3) – Notarised; signed by every director individually
- Affidavit (STK-4) – Separately sworn by each director
- Statement of Assets & Liabilities (STK-8) – CA-certified; not older than 30 days from filing date
- Certified copy of Special Resolution – Signed by all directors
- Board Resolution – Authorising the filing director
- Statement of pending litigations (if any)
- Acknowledgement of last ITR filed
- No Objection Certificate from regulatory authority (if applicable)
- Delisting order from stock exchange (if applicable)
- Proof of GST registration cancellation (Form GST REG-16)
Key Forms Under the Strike Off Process
| Form | Purpose |
| STK-1 | Notice by Registrar of intention to remove company’s name |
| STK-2 | Company’s application for voluntary removal (primary form for closure of Pvt Ltd company) |
| STK-3 | Indemnity Bond from each director (attachment to STK-2) |
| STK-4 | Affidavit from each director (attachment to STK-2) |
| STK-5 | Public notice by Registrar following STK-1 process |
| STK-6 | Public notice by Registrar after company files STK-2 |
| STK-7 | Final dissolution notice published in the Official Gazette |
| STK-8 | CA-certified Statement of Assets & Liabilities (max 30 days old) |
CCFS Scheme 2026 and Its Impact on Strike Off
The Companies Compliance Facilitation Scheme 2026 (CCFS-2026), introduced by MCA via General Circular No. 01/2026 dated February 24, 2026, runs from April 15 to July 15, 2026. It significantly reduces the cost of the company strike off procedure for companies with pending filings.
Fee Comparison: Standard vs. CCFS-2026
| Item | Standard Fee | Under CCFS-2026 |
| Late fees on overdue annual filings | Rs. 100/day (uncapped) | 10% of total additional fees |
| STK-2 filing fee (company closure) | Rs. 10,000 | Rs. 2,500 (25% only) |
| Dormant company filing (MSC-1) | Normal fee | 50% of normal fee |
| Penalty immunity | Not available | Available for eligible companies |
Key Conditions Under CCFS-2026
- File all overdue AOC-4 and MGT-7 returns up to the year business ceased before submitting STK-2.
- Companies that already received a final STK-7 notice are ineligible.
- Companies that already filed STK-2 before the scheme started are ineligible.
- Section 8 companies cannot use CCFS-2026 for strike off.
- LLPs are excluded — this scheme applies to Companies Act companies only.
- Penalty immunity is conditional; it does not apply if adjudication orders are already passed.
Companies with pending filings planning closure should act before July 15, 2026, to benefit from reduced fees and penalty immunity.
Consequences of Strike Off
Once STK-7 is published in the Official Gazette, the company is dissolved. Key consequences:
- The company ceases to exist; Certificate of Incorporation stands cancelled.
- Directors may face disqualification if compliance was not met before strike off.
- Undistributed assets vest with the Central Government.
- All past liabilities remain enforceable against directors, officers, and members.
- The company cannot open bank accounts, enter contracts, or own property.
- GST registration must be surrendered via Form GST REG-16 before or during the process.
Company Restoration After Strike Off
A struck-off company can be restored under Section 252 of the Companies Act, 2013. Any member, creditor, or the company itself can apply to the NCLT within 20 years of dissolution.
Valid grounds for restoration:
- The company was carrying on business at the time of strike off.
- Assets remain undistributed.
- The strike off was made in error or without the company’s knowledge.
- Legal proceedings are pending that require the company to exist.
Strike Off vs. Winding Up
| Feature | Strike Off | Winding Up |
| Governing Section | Sec. 248–252 | Sec. 270–365 |
| Complexity | Simple & streamlined | Complex & lengthy |
| Best For | Inactive/defunct companies | Active or insolvent companies |
| Cost | Low (Rs. 2,500 under CCFS-2026) | High (legal + liquidator fees) |
| Typical Timeline | 3–6 months | 1–3 years or more |
| Restoration? | Yes, under Section 252 | Generally not reversible |
| Liability Handling | Directors remain liable post-closure | Managed by liquidator |
| Authority | C-PACE / RoC | NCLT |
Contact BestTaxInfo today, for Free Consultation and expert assistance with STK-2 filing, pending annual returns, GST cancellation, and CCFS-2026 compliance.