Company Closure / Strike Off — Post-Registration Compliance Guide
Closing a company is not merely an administrative formality; it involves strict adherence to the Companies Act 2013 and MCA regulations. Whether you are winding up due to insolvency or voluntary dissolution, failing to meet statutory timelines can result in severe penalties for directors and promoters. This guide outlines the mandatory compliance obligations, exact deadlines, and step-by-step procedures required to achieve a clean strike-off status by September 2026.
Before you start
- All outstanding income tax returns (ITR) filed with no pending assessments or demands.
Step-by-step
Verify No Objection Certificate Status
Ensure that the company has received a 'No Objection' certificate from all relevant government departments, including Income Tax and Customs. This is mandatory before initiating any strike-off process.
File Form STK-2 for Strike Off Application
Submit Form STK-2 to the Registrar of Companies (RoC) within 60 days from the date of passing the resolution in a general meeting regarding voluntary strike-off. This form must be accompanied by necessary supporting documents.
File Annual Returns and Financial Statements
Before closure, ensure that all annual returns (Form MGT-7) and financial statements are filed up to the date of dissolution. Failure to file these can lead to a default status under Section 91.
Settle All Tax Liabilities
Clear any pending GST returns, TDS payments, or other statutory dues. The MCA will reject the strike-off application if there are outstanding tax liabilities with the Central Board of Direct Taxes (CBDT).
Conduct Final General Meeting
Hold a final general meeting to pass the resolution for dissolution and appoint liquidators if necessary. Minutes of this meeting must be recorded accurately.
Common mistakes to avoid
- Failing to file Form STK-2 within 60 days, leading to rejection or penalties.
- Ignoring pending tax demands which results in the company being marked as 'Defunct'.
- Not notifying creditors before dissolution, potentially inviting legal action.
Frequently asked questions
What is the penalty for not filing Form STK-2 on time?
The RoC may impose a fine of up to ₹10,000 per day until compliance is achieved. Additionally, directors can face personal liability under Section 453.
Can I close my company if it has pending litigation?
No, the MCA will not process a strike-off application while there are active legal proceedings or unfiled court orders against the entity.
How long does the strike-off process take in 2026?
Typically, it takes between 3 to 9 months depending on MCA processing speeds and whether any objections are raised by stakeholders or authorities.
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