How to Get Company Closure / Strike Off in India
Closing a company in India is not merely about stopping operations; it requires strict adherence to the Companies Act, 2013 and Ministry of Corporate Affairs (MCA) regulations. Whether you are shutting down an OPC or a private limited entity due to insolvency or business completion, failing to follow the correct strike-off procedure can lead to director disqualification and personal liability for outstanding debts. This comprehensive guide outlines the exact steps required to deregister your company from 2026 onwards. We cover everything from clearing statutory dues like GST and Income Tax to filing Form STK-1 on the MCA portal. Our team at PNPC Global ensures that every compliance requirement is met accurately, preventing future legal complications for you or your directors.
Before you start
- Obtain a Certificate of Incorporation (CIN) number.
Step-by-step
Step 1: Clear All Statutory Dues
Before initiating the closure process, ensure all outstanding taxes under GST and Income Tax are fully paid. Similarly, clear any pending filings with EPFO (Form SPT-4) and ESIC to avoid penalties that could block your strike-off application.
Step 2: File Form INC-28 for Final Annual Return
File the final annual return using Form INC-28 within thirty days of ceasing business operations. This form declares that no further transactions will occur, effectively signaling to the Registrar your intent to close.
Step 3: File Final Financial Statements
Submit the final financial statements along with a declaration stating there are no pending liabilities or assets. This must be signed by all directors and auditors if applicable before proceeding further.
Step 4: Submit Form STK-1 for Strike Off
File the application to strike off a company name using Form STK-1 on the MCA portal. This form requires consent from all directors and shareholders, confirming that no legal proceedings are pending against the entity.
Step 5: Publish Public Notice in Newspaper
Publish a public notice of your intention to strike off the company name in an English-language newspaper circulating within the jurisdiction where the registered office is located. This serves as legal protection against third-party claims.
Step 6: Submit Form STK-2 for Approval
After publishing the notice, wait thirty days and then file Form STK-2 to request approval from the Registrar of Companies. The ROC will review your application within sixty days if no objections are raised.
Step 7: Cancel PAN/TAN and Seal
Once strike-off is approved, cancel your Permanent Account Number (PAN) and Tax Deduction Account Number (TAN). Additionally, surrender the company seal to local authorities or destroy it securely as per compliance norms.
Step 8: Receive Certificate of Cancellation
Upon final verification by the ROC, you will receive a formal certificate confirming that your company has been struck off. Retain this document for future reference and to clear any director-related records.
Common mistakes to avoid
- Failing to file Form INC-28 before applying for strike-off.
- Ignoring pending GST or Income Tax returns which leads to rejection of the application.
- Not obtaining consent from all directors/shareholders in Form STK-1.
Frequently asked questions
How long does a company closure take?
The entire process typically takes between three to six months, depending on the ROC's review speed and whether any objections are raised during the public notice period.
Can I close my OPC without an auditor?
Yes, if your turnover is below ₹40 lakhs or capital contribution is under ₹50,000, you may not need a statutory audit. However, final accounts must still be prepared and signed by the director.
What happens to my GST registration?
You must cancel your GST registration within thirty days of ceasing business operations using Form GST REG-16 before filing for company strike-off.
Is there a penalty for late closure?
Yes, continuing to operate without proper filings can attract penalties under Section 450 and beyond. Directors may also face disqualification if they fail to comply with closure timelines.
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