Introduction

Company Strike Off in India is a legal process where a company’s name gets removed from the the Registrar of Companies (ROC) register and the company ceases to exist. In this blog, we analyze Company Strike Off in India in a detailed manner including explanation of eligibility grounds, required documents, procedural steps, and how Lawfinity can help with the Company Closure Process (voluntary and ROC initiated). We also discuss frequently asked questions concerning ROC Strike Off.

WHAT IS COMPANY STRIKE OFF

Company Strike Off in India means the company’s name is removed from the register, as a result, legal existence of the company ceases, as provided for in Companies Act. Strike off can be initiated voluntarily by the company itself or a Suo-moto by the ROC (currently done through).

After a strike off, a company is forbidden from carrying on any business, engaging in contracts, or exercising any legal rights, although pre-existing debts will still be recoverable. The Registrars of Companies (ROCs) reviews submissions, issues a notice, allows a period for comments, and subsequently publishes the strike-off notice in the Official Gazette, after which the company is officially dissolved.

ELIGIBILITY & GROUNDS

Eligibility triggers must be met for a company to apply for Company Strike Off in India (or be struck off by the ROC).

Voluntary Strike Off (Company-initiated)

To apply for ROC Strike Off by voluntary means, the company must meet the following requirements:

1. There has to be the complete satisfaction of all dues and no pending accounts.

2. There has to be no business for the last few years (usually no assets or liabilities).

3. There has to be a complete set of statutory filings (annual returns and financial accounts) without missing deadlines.

4. There must be a special resolution and consent of at least 75% of the members (by paid-up capital) in an Extra Ordinary General Meeting (EGM).

5. No changes of registered office geographically across states in the last 3 months, name changes, or disposals of property in the immediate recent past.

6. There is no pending litigation being processed or pending applications for compromises in the National Company Law Tribunal (NCLT).

7. Overdue financial statements & annual returns must be filed prior to the application (especially after recent amendments).

ROC / Suo Motu Strike Off

The Registrar has grounds to initiate Company Strike Off in India under Section 248 when:

A company is formed, but does not commence business within one year.
A company does not carry on any business/operations for two consecutive financial years.
Subscribers to the memorandum does not pay subscriptions as agreed, and declaration is not filed within 180 days.
No activity is detected during the lauded verification process.

However, certain companies cannot be struck off by ROC:

Listed companies or delisted ones.
Companies under investigation, prosecution, inspection, or those with pending actions under sections 206/207/208.
Companies with charges (secured debts) not yet satisfied.
Companies that recently changed name or shifted office in last 3 months, or disposed of assets just before ceasing business.

Recent amendments in 2023/2025 enforce that a company cannot apply for strike off unless all financial statements (Sec 137) and annual returns (Sec 92) up to the year of cessation are filed. Also, once ROC has initiated strike off, the company is barred from applying voluntarily.

Thus, meeting eligibility is critical before filing a strike off application.

DOCUMENTS REQUIRED

When processing Company Strike Off in India, you will need to complete E-Form STK-2 (for voluntary Company Closure Process) along with several key documents needed include:

Board resolution approving strike off decision.
Special resolution passed in EGM (≥ 75% consent).
Copy of special resolution filed via MGT-14.
Affidavit (Form STK-4) by each director indicating no pending liabilities and non-operation.
Indemnity bond (Form STK-3) by all directors agreeing to liabilities after strike off.
Declaration of solvency or statement of assets and liabilities (usually in a CA certified account).
Statement of accounts (usually as on date or recent).
List of shareholders, directors, and KYC details.
No Objection Certificate (NOC) from creditors, if any.
Copies of financial statements and annual returns for all preceding years (especially pending ones).
Any additional affidavits or declarations as required under amended rules.
Closure of bank accounts, evidence of settlement of liabilities.
Undertaking that the company has complied with all statutory requirements.

There may need further clarifications by the ROC/ as well as additional supplementary documents.

PROCESS

Below is the detailed process concerning the Company Strike Off in India (voluntary and ROC initiated, in accordance to the latest legislative amendments):

1. Preparatory Steps

2. Filing of E-Form STK-2

File E-Form STK-2 (Application for the removal of name) with ROC/ once the resolution is passed and all preparations are completed.
Include all relevant documentation (resolutions, affidavits, indemnity bond, accounts, statements, and declarations).
Pay the necessary government fee (usually ₹10,000 for STK-2).
ROC/ will evaluate the application submitted.

3. Notice, Objections & Publication

ROC sends a notice (E-Form STK-1) to the company and its directors. The company is to respond with representations in 30 days.
If the company does not respond, or the reply is unsatisfactory, the ROC will issue a public notice (E-Form STK-5) inviting objections (which must be submitted within 30 days).
Notices take the form of published announcements on the MCA portal, the Official Gazette, and in English and vernacular newspapers in the state of the registered office.

4. Final Strike Off & Gazette Notification

If there are no objections or valid responses, the ROC / will proceed to issue the final strike off notification to the Company (E-Form STK-7). This closing notification will also finalise the company's annual ROC returns.
The company will be dissolved after the company has adhered to the instructions for closing and the instructions are effective from the date of publication in the Official Gazette.
The ROC records would indicate that the company has been entirely dissolved and removed.

5. Post Strike Off Effects & Restoration

Following the Company Strike Off in India, the company no longer exists legally.

The company’s directors, shareholders, and officers will still be liable for the company’s debts or fraud on dissolution, as if the company continued to exist.
If the company has been aggrieved, a restoration application to the Tribunal (NCLT) under Section 252 may be submitted for the company to be revived within 3 years from the date of the strike off order.
The ROC would issue a fresh Certificate of Incorporation after the company has been successfully restored.

Time & Cost

On average, voluntary strike off - which is the process we are discussing here - takes about 3 to 6 months to complete. This is due to state regulations and objections, if there are any.

The fee set by the government for STK-2 is ₹10,000 (this fee is subject to change). Other costs are professional fees, publication fees for newspapers, and costs for the gazette.

New rules imply that delays or a lack of compliance could mean that directors are disqualified for five (5) years under Section 164(2) if the strike off is considered abused.

HOW LAWFINITY HELPS

At Lawfinity, we provide assistance in Company Strike Off in India and in the entire Company Closure Process. We ensure that the process is seamless and compliant with the law. Here’s how we help:

1. Eligibility Assessment & Clean-up: We conduct a status review of the company, compliance obligations, and company liabilities, and assess if ROC Strike Off is an option. We assist you with your compliance filings, tax clearances, and dues settlement prior to your application.

2. Document Drafting & Vetting: We draft and prepare board resolutions, special resolutions, affidavits, indemnity bonds, accounts statements, and declarations in compliance with the relevant laws.

3. MGT-14 & STK-2 Filing Support: We oversee the electronic filing of MGT-14 (special resolution) and E-Form STK-2, ensuring all necessary documents are attached and all ministerial obligations under the recent amendments are fulfilled.

4. Representation & Objection Handling: We respond, explain, and rebutt to the ROC/C- PACE on your behalf if the ROC issues notices (STK-1) or objections (STK-5).

5. Formalities for Publications and Notices: We arrange for newspaper and Official Gazette notifications and ensure compliance with specified timelines and formats.

6. Restoration and Post-Strike Off Support: If desired, we provide support for Tribunal applications for restoration of name under Section 252 RC. We also assist in winding up associated compliance (e.g. PAN/TAN surrender, tax final return, and Company Closure Process of PF/ESIC as appropriate) even after strike off.

7. Guidance and Honest Pricing: We provide a detailed estimate (government + professional fees) and explain each step so you understand where you are in the overall process.

With Lawfinity, we handle your Company Strike Off in India from start to finish and draw on our legal and procedural knowledge to help you avoid stress and save time.