Company Strike Off Under Section 248: Procedure, Eligibility, STK-2 and Complete Guide

Company strike off under Section 248(2) of the Companies Act, 2013 allows an eligible company to voluntarily apply to the Registrar of Companies for removal of its name from the Register of Companies by filing Form STK-2. The company must satisfy at least one prescribed eligibility ground, extinguish all liabilities, obtain approval of seventy-five percent of members in terms of paid-up share capital or pass a special resolution, and submit the prescribed attachments including STK-3, STK-4 and STK-8 through the C-PACE portal. Upon processing, the Registrar issues public notice in Form STK-6 and, after the objection period, publishes the final strike off notice in Form STK-7 under Section 248(5).

Quick Summary

• Voluntary strike off is governed by Section 248(2) of the Companies Act, 2013 read with Rule 4(1) of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.
• Application is filed in Form STK-2 with a prescribed fee of ten thousand rupees through the C-PACE portal.
• Mandatory attachments include notarized affidavit in Form STK-4, indemnity bond in Form STK-3, statement of accounts in Form STK-8 certified by a Chartered Accountant, and regulatory NOC where applicable.
• Fraudulent applications attract penal consequences under Section 251 of the Companies Act, 2013.

What Is Voluntary Strike Off Under Section 248(2)?

How Does It Differ from Registrar-Initiated Removal?

Section 248 of the Companies Act, 2013 deals with the power to remove the name of a company from the Register of Companies. Sub-section (1) empowers the Registrar of Companies to initiate strike off on specified grounds after issuing notice in Form STK-1. Sub-section (2) provides a voluntary route that the company itself may pursue.

Under Section 248(2), a company may file an application in Form STK-2 to the Registrar for removing its name after extinguishing all its liabilities. The company must act either by passing a special resolution or by obtaining consent of seventy-five percent of members in terms of paid-up share capital. The application can be made on any of the grounds specified in sub-section (1). Upon receipt, the Registrar causes a public notice to be issued in the prescribed manner, giving creditors and other stakeholders an opportunity to object before the name is finally removed.

Which Companies Are Eligible to File Form STK-2 for Voluntary Strike Off?

Not every company can apply for voluntary strike off. The Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 prescribe specific eligibility conditions. A company may file Form STK-2 if it satisfies any one of the following grounds.

First, the company has failed to commence its business within one year of its incorporation. Second, the company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company under Section 455. Third, the subscribers to the memorandum have not paid the subscription which they had undertaken to pay at the time of incorporation and a declaration to this effect has not been filed within one hundred and eighty days of incorporation under sub-section (1) of Section 10A. Fourth, the company is not carrying on any business or operations as revealed after the physical verification carried out under sub-section (9) of Section 12.

Certain categories of companies are restricted from filing Form STK-2. A company that has changed its name or shifted its registered office from one state to another within the previous three months cannot apply. A company that has, in the three months preceding the application, made a disposal for value of property or rights held by it for the purpose of disposal for gain in the normal course of trading is also restricted. Companies engaged in any activity beyond what is necessary for concluding affairs or complying with statutory requirements, companies with pending compromise or arrangement applications before the Tribunal, and companies being wound up under Chapter XX of the Act or under the Insolvency and Bankruptcy Code, 2016 are similarly restricted. Additionally, a company that is already dormant under Section 455, a Section 8 company, or a company against which notice under Section 206 has been issued by the Registrar with reply pending or prosecution pending, is not eligible to file Form STK-2.

How Does the C-PACE Portal Process Form STK-2?

What Documents Must Be Attached?

Form STK-2 is filed electronically through the MCA21 portal under ‘Approval Services’ in the ‘Company e-filing’ tab. The application is processed centrally through the Centre for Processing Accelerated Corporate Exit (C-PACE), an initiative of the Ministry of Corporate Affairs designed to provide hassle-free filing for voluntary exit of companies. After submission, the Registrar scrutinizes the application and attachments before publishing the public notice.

The company must attach several mandatory documents along with Form STK-2. Each director must submit a duly notarized affidavit in Form STK-4 on stamp paper of appropriate value applicable in the state where the registered office is situated. Each director must also submit a duly notarized indemnity bond in Form STK-3 on similar stamp paper. For a company whose entire shareholding is held by the Central or State Government or a government company, an indemnity bond in Form STK-3A must be given by an authorized representative not below the rank of Under Secretary or its equivalent in the administrative Ministry or Department. A statement of accounts in Form STK-8, containing assets and liabilities made up to a day not more than thirty days before the date of application and certified by a Chartered Accountant, is also mandatory. Where the company is regulated by a sectoral regulator such as RBI, SEBI, IRDAI, or NHB, a No Objection Certificate from the concerned authority must be enclosed. A copy of the special resolution filed in Form MGT-14 and proof of delisting from the concerned stock exchange, if applicable, are also required.

Consider a practical example. A private limited company incorporated in January 2024 with a paid-up share capital of ₹5,00,000 has not commenced business and has no liabilities. The company decides to apply for voluntary strike off under Section 248(2). It must pay the prescribed fee of ₹10,000 for Form STK-2. The two directors must each execute an indemnity bond in Form STK-3 and an affidavit in Form STK-4 on stamp paper valued as per the state’s stamp duty law, which may range from ₹100 to ₹500 per document depending on the state. A Chartered Accountant must certify the statement of accounts in Form STK-8 showing assets of ₹5,00,000 (the paid-up capital) and nil liabilities, dated within thirty days of the application. If the company is not one of the categories for which a regulatory No Objection Certificate is prescribed, no such NOC is required. The total cost of the strike off process, excluding professional fees, would be approximately ₹10,000 plus stamp duty and notarization charges, which could range from ₹400 to ₹2,000 depending on the number of directors and the applicable state stamp duty rates.

Illustrative example only; actual figures, terms and outcomes vary.

What Is the Step-by-Step Process for Filing Form STK-2 on the MCA21 Portal?

Filing Form STK-2 is an electronic process on the MCA21 portal. The form is available under ‘Approval Services’ in the ‘Company e-filing’ tab. The application is filed through the MCA21 system and processed through the Centre for Processing Accelerated Corporate Exit (C-PACE), the Ministry of Corporate Affairs mechanism for processing voluntary exit applications.

The company must first ensure that all prescribed attachments are ready in the currently prescribed format and that the eligibility and restriction checks have been completed. Each director must prepare a duly notarized affidavit in Form STK-4 and a duly notarized indemnity bond in Form STK-3, both on stamp paper of appropriate value applicable in the state where the registered office is situated. A statement of accounts in Form STK-8, certified by a Chartered Accountant and made up to a day not more than thirty days before the date of application, must also be prepared. Where the company is regulated by a sectoral regulator such as RBI, SEBI, IRDAI, or NHB, a No Objection Certificate from the concerned authority must be obtained. A copy of the special resolution filed in Form MGT-14 and proof of delisting from the concerned stock exchange, if applicable, are also required.

Once all documents are ready, the authorized signatory logs into the MCA21 portal, navigates to Form STK-2 under ‘Approval Services’, and fills in the required details. The form requires disclosure of whether the company has been delisted, whether its activities are regulated by a sectoral regulator, whether a special resolution has been passed, and whether any litigations are pending against the company or its directors. The declaration section requires the applicant to confirm compliance with conditions under sub-sections (1) and (2) of Section 248 and sub-section (1) of Section 249, confirm that no inspection or investigation is pending, and confirm that the company has no dues towards income tax, VAT, excise duty, GST, service tax, or any other tax or duty payable to the Central or any State Government, statutory authority, or local authority. The applicant must also confirm that the required consent of members representing seventy-five percent of the paid-up share capital has been obtained, where that route is used instead of a special resolution. After filling the form and attaching all documents, the fee of ten thousand rupees is paid online through Credit/Debit Card or Net Banking. Upon successful submission, a Service Request Number (SRN) is generated for tracking the application status.

What Happens After Form STK-2 Is Filed — The STK-6 and STK-7 Public Notice Timeline?

After Form STK-2 is submitted, the application is scrutinized by the Registrar. If the application is found to be in order and the company is eligible for strike off, the Registrar publishes a list of applicant companies eligible for strike off in the official gazette, newspaper, and on the MCA website in Form STK-6 through the Central Bureau of Communication (CBC). This public notice provides an opportunity for creditors, stakeholders, and other interested persons to raise objections against the proposed removal of the company’s name.

After thirty days of publishing Form STK-6 in the official gazette and newspaper, if no objections are received from authorities or stakeholders, the Registrar publishes a notice of strike off in Form STK-7 in the official gazette and on the website under Section 248(5) of the Companies Act, 2013. Upon publication of Form STK-7, the company’s name is removed from the Register of Companies and the company stands dissolved.

Resubmission is allowed twice in aggregate in respect of Form STK-2, giving a maximum time of fifteen days for each resubmission. If the company fails to file the reply within the prescribed time, the form gets automatically cancelled by the system. After cancellation, the form can be restored by raising a CRF form through the ROC, Ministry, or Court. It is critical to monitor the SRN status regularly and respond promptly to any queries raised during scrutiny to avoid automatic cancellation.

What Are the Common Reasons for STK-2 Rejection?

Form STK-2 applications face rejection at multiple stages — during initial scrutiny, during the resubmission window, and after public notice in Form STK-6. Understanding these grounds helps directors prepare a compliant application the first time.

During resubmission, the most frequent ground is improper attachment of documents as per the mandatory list prescribed under the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016. The format of STK-3, STK-3A, STK-4, or STK-8 not matching the latest prescribed version is another common reason. The statement of accounts in Form STK-8 must be made up to a day not more than thirty days before the date of the STK-2 application; older statements lead to rejection. For government companies, the indemnity bond in Form STK-3A must be signed by every authorized representative not below the rank of Under Secretary or equivalent — incomplete signatures cause rejection.

After publication of the public notice in Form STK-6, objections can arise from regulators, creditors, or other stakeholders. A company that is a Section 8 company, a company already dormant under Section 455, or a company against which notice under Section 206 has been issued with reply pending or prosecution pending, is not eligible and will face rejection. Mismatch between the assets and liabilities stated in Form STK-8 and the financial statements of the company is another ground that requires a fresh application with corrected details.

How Do Sectoral Regulators Like RBI and SEBI Affect the Strike Off Process?

Companies regulated under a special Act face an additional layer of compliance. As per the proviso to Section 248(2), where a company is regulated by a special Act, approval of the regulatory body constituted or established under that Act must be obtained and enclosed with the Form STK-2 application. This applies to entities regulated by the Reserve Bank of India, the Securities and Exchange Board of India, the Insurance Regulatory and Development Authority of India, the National Housing Bank, and chit fund regulators.

The MCA21 portal itself flags this requirement. When the industrial activity code or NIC Code of the company indicates regulation by a sectoral regulator, the system prompts the applicant to confirm whether a NoC has been obtained. If the applicant selects ‘No’, the application proceeds but is approved only after due verification by MCA with the concerned regulator. This verification can significantly delay processing and may result in rejection if the regulator raises an objection.

For listed companies, a copy of the relevant delisting order from the concerned stock exchange must be attached. Without this, the application is incomplete. The practical implication is that regulated companies must build in additional lead time — often several months — to secure regulatory NoCs before filing Form STK-2.

What Happens After Strike Off — Restoration Under Section 252 and Director Liability?

Once the Registrar publishes the notice in Form STK-7 under Section 248(5), the company is deemed dissolved. However, dissolution does not automatically extinguish past liabilities. Members and creditors retain their rights, and directors remain accountable for obligations incurred before strike off.

Any person aggrieved by the strike off may apply to the National Company Law Tribunal for restoration of the company’s name under Section 252. The application must be made within three years from the date of the order of dissolution. Upon receipt of the NCLT order, the company or applicant files Form INC-28 with the Registrar, enclosing the NCLT order and proof of cost or fee levied by the Tribunal. The V3 MCA21 portal has a placeholder in Form INC-28 specifically for restoration of struck-off companies under Section 252(2). Upon approval of INC-28, the company’s status is restored automatically on the MCA21 register.

Directors must be aware of the penal consequences under Section 251 of the Companies Act, 2013. If the Form STK-2 application is found to be fraudulent at any stage, every person who was a director at the time of filing is liable for punishment. This liability persists even after the company is struck off. Additionally, under Section 449, any person who furnishes false evidence in connection with the application is liable for punishment for false evidence. These provisions ensure that directors cannot use strike off as a tool to escape genuine liabilities or regulatory obligations.

What Should You Do Next?

If you are considering voluntary strike off under Section 248(2), take the following concrete steps before filing Form STK-2 on the C-PACE portal.

• Verify that your company satisfies at least one eligibility ground under Section 248(1)
• Confirm that no restrictions apply — check that the company has not changed name or shifted registered office in the previous three months, has not disposed of property for gain, is not engaged in activities beyond concluding affairs, has no pending compromise or arrangement before the Tribunal, and is not being wound up under Chapter XX or the Insolvency and Bankruptcy Code, 2016.
• Extinguish all liabilities and obtain a statement of accounts in Form STK-8 from a Chartered Accountant, made up to a day not more than thirty days before the intended filing date.
• Pass a special resolution or obtain consent of seventy-five percent of members in terms of paid-up share capital, and file the resolution in Form MGT-14.
• Prepare a notarized affidavit in Form STK-4 and a notarized indemnity bond in Form STK-3 for each director on stamp paper of appropriate value applicable in the state of the registered office. For government companies, obtain Form STK-3A from an authorized representative not below the rank of Under Secretary.
• Obtain a No Objection Certificate from the concerned sectoral regulator — RBI, SEBI, IRDAI, NHB, or any other authority — if the company’s activities are regulated under a special Act.
• Ensure no SRNs are pending in resubmission or payment status on the MCA21 portal before initiating the STK-2 filing, as resubmission is allowed only twice with a maximum of fifteen days for each resubmission.

Frequently Asked Questions

Sources

The procedure and filing requirements should be checked against the latest MCA forms, instructions and Companies (Removal of Names of Companies from the Register of Companies) Rules before filing, because MCA portal requirements and form versions can change.

• MCA — Form STK-2: Removal of Name from Register of Companies
• MCA — C-PACE: Centre for Processing Accelerated Corporate Exit
• MCA — FAQs on Company Services: Close Company
• MCA — Form INC-28: Notice of Order of the Court/Competent Authority
• MCA — Public Notices (STK-6) U/S 248(2)-CA, 2013
• MCA — Companies Under Strike Off
• MCA — Public Notices: Strike Off Related Lists

If you are considering voluntary strike off for your company, begin by verifying that your company meets at least one eligibility ground under Section 248(1) and that none of the restrictions apply. Ensure all liabilities are extinguished, obtain the required member consent, and prepare the mandatory attachments in the latest prescribed formats before filing Form STK-2 through the C-PACE portal. Early preparation of the STK-8 statement of accounts and regulatory NOCs can prevent delays during processing.