Closure of Company & LLP
@4,999
Rs.
- Inclusive Of Govt. Fees
Closure of Company & LLP :
As a Private Limited Company is a creation of law, it can be closed by the procedure established under the law only. The Companies Act, 2013 provides an easy method to close a company without going to NCLT in case that company is inactive or defunct. An inactive or dormant company having no assets or liabilities can file Form STK-2 Form to ROC for easy and fast closure of the company. However, if the company is active, or where there are assets or liabilities, then for winding up, an application needs to be made to NCLT under Insolvency and Bankruptcy Code 2016 (IBC).
Section 248-252 of the Companies Act, 2013 read with Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 deals with removal of names of companies from the Register of Companies. This facility of striking off of name of company is a very cost effective as compared to winding up and it is easy way of closing down of business.
When Company can apply for closure?
- When the company has not commenced its business within 1 year of incorporation; or
- When the company is not carrying out any business or activity for preceding 2 financial years and has not sought the status of Dormant Company under Section 455 of the Act.
- The subscribers to the memorandum have not paid the subscription money and a declaration to this effect has not been filed within 180 days of its incorporation.
Statutory Provisions –
A company may on its own file an application for striking off in e-form STK-2 to the Registrar for removing the name of the Company after extinguishing all its liabilities and after passing a special resolution. STK-2
Requirement of Closer of Company
- An application for removal of name of the company under sub-section (2) of section 248 shall be made in Form STK-2 along with the fee of Ten thousand rupees.
- Every application under sub-rule (1) shall accompany a no objection certificate from appropriate Regulatory Authority(if applicable)
- The application in Form STK 2 shall be accompanied by –
- Indemnity bond from all the existing directors that they shall be personally liable for future liabilities duly notarized by every director in Form STK 3.
- A statement of accounts containing assets and liabilities of the company made up to a day, not more than thirty days before the date of application and certified by a Chartered Accountant.
- An affidavit about correctness and truthfulness of the information, statements in Form STK 4 by every director of the company.
- Bank A/c Closure Certificate attested by Banker.
- Minutes of the Shareholders meeting where the decision to wind up the company was taken.
- A copy of the special resolution duly certified by each of the directors of the company or consent of seventy-five per cent of the members of the company in terms of paid up share capital as on the date of application.
- A statement regarding pending litigations, if any, involving the company (if applicable).
- Digital Signature of Director.
Restriction on Making Application u/s 248(2)
- The companies making an application for voluntarily strike off under section 248(2) of the Companies Act, 2013 be restricted if, at any time in the previous 3 months, the company-
- Has Changed its name or shifted its registered office from one State to another;
- Has made a disposal for value of property or rights held by it, immediately before Cesar of trade or otherwise carrying on of business, for the purpose of disposal for gain in the normal course of trading or otherwise carrying on of business;
- Has engaged in any other activity except the one which is necessary or expedient for the purpose of making an application under that section, or deciding whether to do so or concluding the affairs of the company, or complying with any statutory requirement;
- Has made an application to the Tribunal for the sanctioning of a Compromise Or Arrangement and the matter has not been finally concluded; or
- Is being wound up under Chapter XX, whether voluntarily or by the Tribunal or under the IBC, 2016.
Companies which can’t voluntarily strike off u/s 248(2) :
- Listed companies;
- Companies that have been delisted due to non-compliance of listing regulations or listing agreement or any other statutory laws;
- Vanishing companies;
- Companies where inspection or investigation is ordered and being carried out or actions on such order are yet to be taken up or were completed but prosecutions arising out of such inspection or investigation are pending in the Court;
- Companies where notices under section 234 of the Companies Act, 1956 (1 of 1956) or section 206 or section 207 of the Act have been issued by the Registrar or Inspector and reply thereto is pending or report under section 208 has not yet been submitted or follow up of instructions on report under section 208 is pending or where any prosecution arising out of such inquiry or scrutiny, if any, is pending with the Court;
- Companies against which any prosecution for an offence is pending in any court;
- Companies whose application for compounding is pending before the competent authority for compounding the offences committed by the company or any of its officers in default;
- Companies, which have accepted public deposits which are either outstanding or the company is in default in repayment of the same;
- Companies having charges which are pending for satisfaction; and
- Companies registered under section 25 of the Companies Act, 1956 or section 8 of the Act.
FAQ'S
- No. Filing is must only for the years in which business is active. All the overdue documents like AOC-4 and MGT-7 must be filled upto the end of the financial year in which company ceased to carry its business activity, before making an application for strike off.
Only following categories of companies can be closed by filing Form STK-2 –
- The companies having No Liabilities in their Balance Sheet.
- There should not be any Litigation Pending.
- There is no dispute among the shareholders/directors of the company.
- The company could not start their business within one year since its incorporation or in case it started its business has been inoperative since past two previous financial year.
- The promoters did not pay the capital of the company.
- Upon approval of this Form, status of the company shall be changed to ‘Struck off’ from the register of companies.
- This form of STK-2 for closer of Company can be filed only by an Active company or by a dormant company. Form STK-2 cannot be filed by a Section 8 company.
- Filing of any other eForm shall not be allowed by a company for which work item of eForm STK-2 is pending.
- To close a company that has not started its operations or if started, has become defunct and is inactive for over two years. The application of such companies are filed in the prescribed form STK-2, the government fee payable on the STK-2 Form is Rs. 10,000/-
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