Strike Off a Dormant Company (Form STK-2)

TL;DR

A dormant company can be struck off the ROC register by filing Form STK-2 along with the prescribed fees and indemnity bond.

Form STK-2 is the application made by a company to the Registrar of Companies (RoC) for striking off the company’s name from the register of companies under Section 248(2) of the Companies Act, 2013. The strike-off is a voluntary action by the company — the company is “struck off” as if it never existed. This is different from a winding-up under the Insolvency and Bankruptcy Code (IBC), which is for companies with liabilities. Strike-off is for dormant companies — companies that have not commenced business or have stopped operations.

Eligibility — When STK-2 Can Be Filed

A company can apply for strike-off under Section 248(2) if:

• The company has not commenced business since incorporation, or has discontinued business for the previous two FYs.
• The company has no assets and no liabilities.
• The company has filed all annual returns and financial statements up to the date of the application.
• The company has no pending litigation in any court or tribunal.
• The company has no outstanding dues to any government department (income tax, GST, PF, ESI, professional tax, etc.).
• The company’s bank accounts are closed and the bank has issued a no-objection certificate.
• The company has obtained a special resolution (passed by members holding at least 75% in value of the shares voting on the resolution), or written consent from members holding at least 90% in value of the paid-up share capital.

If any of these conditions is not met, the strike-off application is rejected by the RoC.

What STK-2 Looks Like

STK-2 is a four-page form on the MCA portal (mca.gov.in). The application contains:

Section	Detail
Part A	Company details — CIN, name, date of incorporation, registered office
Part B	Grounds for strike-off — never commenced business or discontinued business
Part C	Statement of assets and liabilities (must be NIL)
Part D	Statement that no litigation is pending
Part E	Consent of members (90% by value of shares)
Part F	Indemnity bond (in prescribed format)
Part G	Affidavit (in prescribed format)
Part H	Documents attached

The form is signed by the director / manager / CEO / CFO of the company using the DSC.

Documents Required

1. Indemnity bond — executed by the directors in the prescribed format (Form STK-3), for an amount determined by the company’s paid-up capital:

   • Paid-up capital ≤ ₹1 lakh: ₹5,000.
   • Paid-up capital > ₹1 lakh, ≤ ₹25 lakh: ₹25,000.
   • Paid-up capital > ₹25 lakh: ₹1 lakh. The bond is notarised and stamped.

2. Affidavit — executed by the directors in the prescribed format (Form STK-4), declaring that the company has no assets or liabilities, no litigation, and no outstanding dues.

3. Statement of accounts — for the period since the last filed financial statements to the date of application. The statement must show NIL assets and liabilities. The statement is certified by a Chartered Accountant.

4. Consent of members — special resolution passed at an EGM (75% in value of votes cast), or written consent from members holding at least 90% in value of the paid-up share capital.

5. No-objection certificates — from the Income Tax Department (for the company), the bank (closure of bank account), the GST department (if the company had GST registration), and any other government department that may have a record of the company.

6. Board resolution — authorising the strike-off and appointing a director to sign the form.

7. Latest filed annual return and financial statements — proof that the company is up to date on its ROC filings.

The Filing Process

1. Board meeting — pass a resolution to apply for strike-off. Authorise a director to sign the application.
2. Member consent — either pass a special resolution at an EGM (75% in value of votes cast) or collect written consent from members holding at least 90% in value of the paid-up capital.
3. Gather NOCs — obtain the no-objection certificates from the bank, the income-tax department, the GST department, and any other regulator.
4. Prepare the documents — the indemnity bond (Form STK-3), the affidavit (Form STK-4), the statement of NIL accounts.
5. Fill STK-2 on the MCA portal — go to MCA Services → Company Services → Strike Off (STK-2).
6. Pay the fee — the STK-2 application fee is ₹10,000 (per the Companies (Striking Off Names of Companies) Rules, 2016; the fee is a single application fee and is paid through the MCA portal at the time of filing). Additional MCA fees for DIN deactivation or for delayed filing of earlier annual returns apply separately, where relevant.
7. Submit — sign and submit the form.
8. Track the application — the application is visible on the portal under Track Application Status.
9. RoC processing — the RoC verifies the application, may ask for clarifications, and either approves or rejects.
10. Approval and publication — on approval, the company name is struck off the register. A notice is published in the Official Gazette. The strike-off is effective from the date of publication.

What Happens After Strike-Off

Once the company is struck off:

• The CIN is deactivated. Any future filing on this CIN is rejected.
• The directors’ DINs are not affected — but the directors may be disqualified from incorporating another company for a period specified by the RoC if the strike-off was on grounds of fraud or misrepresentation.
• The PAN of the company is deactivated. The company cannot issue invoices or make transactions.
• The assets of the company, if any (this is a condition of strike-off so should be NIL, but if assets are discovered later), vest in the Central Government under Section 249(3).

The directors and members are jointly and severally liable for any outstanding dues of the company at the time of strike-off. If the Income Tax Department, GST department, or any creditor raises a claim after the strike-off, the directors and members are personally liable.

Restoration — If You Change Your Mind

If the company is struck off but you want to restore it (e.g., you found an investor, you want to use the brand, you want to claim an old loss), you can apply to the National Company Law Tribunal (NCLT) under Section 252 of the Companies Act.

The restoration application is filed within 20 years of the strike-off. The NCLT may direct the RoC to restore the name. The restoration is conditional on:

• The company paying the filing fees for the years of non-filing (which can be substantial).
• The company filing all pending annual returns and financial statements.
• The company paying any outstanding government dues with interest and penalty.

The restoration process is expensive and time-consuming. It is generally avoided unless there is a specific reason to restore the company (e.g., a dormant brand with trademark value, an old loss to carry forward, a pending legal matter).

Common Mistakes

Mistake 1 — Applying with assets or liabilities

If the company has any balance in the bank account, any unpaid vendor invoice, any pending tax, or any litigation, the application is rejected. The rejection shows up as a public record and may trigger a scrutiny.

Mistake 2 — Forgetting the GST department NOC

If the company had a GST registration, the GST department’s NOC is required even if the registration has been cancelled. The GST portal records are independent of the ROC records.

Mistake 3 — Not closing the bank account

The bank’s NOC requires closure of the bank account. A bank account with a NIL balance but still active will be flagged by the bank as suspicious and the NOC will be delayed.

Mistake 4 — Not filing pending annual returns

If the company has not filed AOC-4 or MGT-7 for any FY, the application is rejected. The ROC’s master database must be up to date before the strike-off can be approved.

Mistake 5 — Wrong NOC from the Income Tax Department

The Income Tax Department’s NOC is specific to the company and states that there are no pending proceedings. A generic “we have no objection” letter is not enough. The application requires a specific clearance certificate.

When to Use Strike-Off vs Other Options

Situation	Recommended Action
Company never commenced business	STK-2 (Section 248(2))
Company stopped business, no assets / liabilities	STK-2 (Section 248(2))
Company stopped business, has assets / liabilities	Winding-up under IBC or voluntary winding-up
Company has pending litigation	Resolve litigation before STK-2
Company is insolvent	IBC — not eligible for STK-2
Company has outstanding tax dues	Pay the dues before STK-2
Want to keep the brand / CIN alive but stop operations	Convert to LLP or apply for “active” / “dormant” status under Section 455

The Single Most Important Advice

Strike-off is irreversible (except through the NCLT restoration process). Before filing, confirm with all regulators that there are no pending dues. The Income Tax Department’s AIS (Annual Information Statement) is the easiest place to check — if the AIS shows any TDS / TCS mismatch or any pending demand, the strike-off is incomplete.

If the company has been inactive for more than 3 years and the directors are not using it, the strike-off is a good housekeeping measure. The RoC also has powers under Section 248(1) to strike off companies that have not filed returns for 2 consecutive years — this is an involuntary action and is harder to reverse.

When to Get Help

The STK-2 application has multiple components — indemnity bond, affidavit, statement of accounts, NOCs from multiple regulators, member consent, board resolution. A single missing piece delays the application by 1–2 months.

We routinely handle STK-2 applications for clients. Our annual compliance service covers the pre-strike-off housekeeping (closing pending returns, settling dues) and the STK-2 filing. Share the company’s CIN and the date of last filing on WhatsApp for a no-charge assessment.

For the related director KYC obligation that persists even after strike-off, see our Director KYC (DIR-3 KYC) guide. For the related director change filing, see our DIR-12 guide.

Sources

• MCA — Form STK-2, Form STK-3, Form STK-4
• Companies Act, 2013 — Sections 248, 249, 252, 455