Winding Up Company
Close a company through the strike-off or winding-up process with the Registrar of Companies.
What's covered
- A company that has stopped trading is most commonly closed by voluntary strike-off under Sec 248 of the Companies Act 2013, which the company applies for by filing Form STK-2 with the Registrar. The application is supported by an affidavit in Form STK-3 and an indemnity bond in Form STK-4 from the directors, together with a statement of accounts. This is the practical route for a solvent company with no remaining liabilities.
- Strike-off under Sec 248 is available where the company has failed to commence business within one year of incorporation, or has not carried on any business or operation for two immediately preceding financial years and has not sought dormant status. The members must approve the application by a special resolution, the company must have nil liabilities, and the statement of accounts filed with Form STK-2 must be made up to a date not more than 30 days before the application.
- Strike-off is not the same as a winding up. Where a company is insolvent, or has assets and creditors that must be dealt with, the matter proceeds as a winding up before the National Company Law Tribunal or as a liquidation under the Insolvency and Bankruptcy Code 2016, in which a liquidator realises the assets and settles creditors before the company is dissolved. Strike-off, by contrast, simply removes a clean, dormant company's name from the register.
- Leaving an inactive company unfiled is the costly alternative: its overdue annual forms continue to accrue an additional fee for every day of delay, and its directors risk disqualification for persistent default. We confirm which route fits the company's position, pass the special resolution, prepare the statement of accounts and the STK-3 and STK-4 documents, and file Form STK-2 so the company is removed cleanly from the register.
How we work
- 01
Special resolution and settlement of dues
The members pass a special resolution approving the application for strike-off, and the company extinguishes all of its liabilities so that it presents with nil liabilities. Any pending statutory filings and dues are cleared before the application.
- 02
Prepare the statement of accounts and director documents
A statement of accounts made up to a date not more than 30 days before the application is prepared and certified by a chartered accountant, together with the directors' affidavit in Form STK-3 and the indemnity bond in Form STK-4 covering any future liability.
- 03
File Form STK-2 and the ROC public notice
Form STK-2 is filed with the special resolution, the statement of accounts and the STK-3 and STK-4 documents, signed with the directors' Digital Signature Certificates. The Registrar publishes the proposed removal in Form STK-6 for public objection, and on the expiry of the notice without objection passes the strike-off order and publishes it in Form STK-7.
Documents required
- Certified copy of the special resolution approving the strike-off application
- Statement of accounts certified by a chartered accountant, made up to a date within 30 days of the application
- Affidavit by the directors in Form STK-3
- Indemnity bond by the directors in Form STK-4 for any future liability
- Board resolution authorising the application and the Digital Signature Certificates of the directors
- No-objection certificates or clearances from any concerned regulatory authority, where required
Applicable laws & forms
- Companies Act 2013 — Sec 248 to Sec 252, which govern the removal of a company's name from the register by strike-off and the procedure for restoration
- Companies (Removal of Names of Companies from the Register of Companies) Rules 2016 — which prescribe Form STK-2 (application), STK-3 (affidavit), STK-4 (indemnity), STK-6 (public notice) and STK-7 (strike-off order)
- Insolvency and Bankruptcy Code 2016 — under which an insolvent company is wound up or liquidated, as the alternative to a Sec 248 strike-off
Frequently asked questions
Government fees
- Statutory / government fee (indicative)
- ₹10,000
Indicative government fee · last verified 2026-06-07. Our professional charges are shared on consultation.