Company Wind up

Rs. 15847/- (All Inclusive)

Winding up of a Private Limited Company

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Removal of Names of Companies from the Register of Companies

Striking Off of Company Name

A private company can make an application to the registrar of companies for removing its name from the register of companies maintained by the Registrar of Companies, on all or any of the below mentioned grounds:

  1. has not commenced its business within one year of its incorporation;
  2. is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within that period for obtaining the status of a dormant company;
  3. the subscribers to memorandum of association of the company has not paid the share subscription amount and the company has not filed the form related to commencement of business within 180 days from the date of incorporation.

However, the following private companies cannot make application for removal of its name:

  1. Companies registered under section 25 of the Companies Act, 1956 or section 8 of the Act,
  2. companies having charges which are pending for satisfaction;
  3. Companies against which any prosecution for an offence is pending in any court;
  4. 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;
  5. 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;

Prerequisite before making application:

  1. The company shall complete all the pending overdue filings before making application for strike off.
  2. The company shall pay off all the pending statutory dues and liabilities.
  3. All the borrowings secured and unsecured shall be paid off by the company. In case any charge(s) is open against the company, then the same is required to be satisfied by the company.
  4. The company shall appoint chartered accountant for preparing the nil statement of assets and liabilities.
  5. Close all Bank account opened in the name of the company and obtained bank account closure certificate(s) from banks.

Steps wise procedure for removal of name of company:

Board Meeting: A board meeting shall be called for discussing and passing the matters related to removal of company name from the register of company. The following matters shall be discussed and passed at the meeting:

a) Approval of application for removal of name of the company and authorising one of the director of the company for making an application for removal of name of the company

b) Appointment of a practicing chartered accountant for providing statement of accounts of the company i.e. Nil Statement of Accounts

c) Closure of bank accounts of the company

d) Calling of shareholders meeting or obtaining the written consent from the shareholders for striking off the name of the company

Shareholders Meeting/Shareholders Consent: Notice shall be issued by the board of directors of the company for calling the shareholders meeting for strike off the company. The Board of directors can also approach the shareholders for their written consent, in case it is not feasible to call a meeting.

In case of written consent, consent of at least 75 per cent of the members of the company in terms of paid up share capital as on the date of application shall be obtained.

Statement of Account: A NIL statement of account shall be obtained from the practicing chartered accountant and within 30 days from the date of this statement, the board of director shall file the application for strike off the name of the company.

Affidavits and Indemnity Bond: The board of directors shall execute affidavits and indemnity bonds on appropriate value of stamp papers duly notarized.

Application for strike off/removal of name: An application in form STK-2 shall be made within 30 days from the date of statement of accounts, with the below mentioned attachment to the Registrar of Companies:

a) Statement of accounts (Nil assets and Liabilities),

b) Affidavits and Indemnity Bond from directors of the company along with the ID and Residence Proofs,

c) Bank account closure certificates,

d) Shareholders resolution/consent letters of shareholders,

e) Board resolution for authorizing a director to sign the application,

f) Nil Creditor Declaration or in case the company has creditors on objection certificates obtained from the creditors,

g) Latest copy of Income Tax Return of the company etc.

How much does it cost to close a company?

Our Packages
Regular

Winding up of a Company for which all compliances are filed

Rs.15847/-
  • Drafting of documents for company name strike off/li>
  • Filing of required forms with the ROC
  • Dedicated Compliance Manager support throughout the process/li>
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Silver

Winding up of Company which has not commenced its business in one year

Rs.19847/-
  • Drafting of documents for company name strike off/li>
  • Filing of required forms with the ROC
  • Dedicated Compliance Manager support throughout the process/li>
  • Cancellation of GST registration and filing of GSTR 10 as final GST Return/li>
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Gold

Winding up of Company which is not carrying on business for two years

Rs.21847/-
  • Drafting of documents for company name strike off/li>
  • Filing of required forms with the ROC
  • Dedicated Compliance Manager support throughout the process/li>
  • Cancellation of GST registration and filing of GSTR 10 as final GST Return/li>
  • Class III DSC for one Director/li>
  • DIR 3 eKYC for one Director/li>
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FAQs on Company Winding Up

What does strike off a company mean?

Strike off means the removal of the name of the company from the register of companies maintained by the Register of Companies.

How much time it takes to strike off a company?

Making an application for strike off a company does not take much time, in case all the details and documents are available. However the Registrar of Companies takes time for verification of documents submitted along with the form. Normally ROC takes 03 to 12 months’ time for reverting on an application for strike off.

Can a company strike off without filing INC 20A?

Form for strike off can be filed without filing form INC 20Aonly in case the period of 180 days from the date of incorporation is not over. In case the period of 180 days is over then, the company first file the form INC-20A and then only it can file the strike off form.

Can a company strike off without annual filing?

No, the company cannot make an application for strike off without completing its overdue filings.

Can a dormant company apply for strike off?

No, a dormant company cannot make an application for strike off. Before strike off the company, the status of the company shall be active and other conditions must be fulfilled.

What are the consequences of a company being struck off?

In case the company is not carrying on any business or operation or not filings its annual return for a period of 2 years or more, then the registrar of companies, can issue a show cause notice to the company and its directors asking them to show the reason for not initiating the process of strike off. In case the company is strike off by the ROC for not filing of returns then the company and directors of the company are liable for penalties as specified in various sections of Companies Act, 2013.

Can I strike off a company with debt?

No, a company cannot be strike off with debt. For making an application for strike off, the company shall pay off all its liabilities.

What is the difference between strike off and liquidation?

Strike off is the process of removing the name of the company from the register of companies. It does not put an end to the existence of the company and an application for restoring the name of the company in the register of members can be made within 20 years from the date of strike off.

Whereas liquidation is the process of legally putting an end to the existence of the company, all the assets and liabilities of the company are realized and all the creditors, government dues, employees’ dues are paid off by the company and the company at the end dissolved.

Is MGT 14 required for strike off?

Filing of form MGT-14 is compulsory in case the company the company has called shareholders meeting and passed resolutions. In case the directors has obtained written consent from the shareholders instead of calling shareholders meeting then filing of form MGT-14 is not required, otherwise yes.

Whereas liquidation is the process of legally putting an end to the existence of the company, all the assets and liabilities of the company are realized and all the creditors, government dues, employees’ dues are paid off by the company and the company at the end dissolved.

Can a newly incorporated company be strike off?

A newly incorporate company not commenced its business or exercised any borrowing powers can make an application for strike off within 180 days from the date of incorporation. However, in case the company has passed the period of 180 days, then it can make application for strike off after one year of its incorporation after filing all the overdue returns.