A company is a legal entity incorporated by like-minded people to carry out a certain business with an intention to generate profits. Though all companies are incorporated with an intention to excel but some unforeseen events may lead to unfavorable conditions resulting in the need to close down the business. Leaving a company without completing its annual compliance or applying for the status of a Defunct company may lead to penalties and Striking off a company by ROC which may result into disqualification of the Directors for future appointments.

Conditions for Voluntary Striking Off

A company after extinguishing all its liabilities, by a special resolution or consent of seventy-five per cent members in terms of paid-up share capital, file an application in the E-form STK-2 with the Registrar of Companies for removing the name of the company from the register of companies on all or any of the grounds mentioned below:

1. A company has failed to commence its business within one year of its incorporation, OR
2. A company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company

The Registrar shall, on receipt of the application for striking off in E-Form STK-2, cause a public notice to be issued in the prescribed manner. In case the company is regulated under a special Act, approval of the concerned regulatory body shall also be obtained and enclosed with the application.

Restrictions on Filing for Application of Striking Off

An application for striking off by a company shall not be made if, at any time in the previous three months, the company has—

1. Changed its Name;
2. Shifted its registered office from one State to another;
3. Made a disposal for value of property or rights held by it, immediately before cesser 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;
4. 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;
5. Made an application to the Tribunal for the sanctioning of a compromise or arrangement and the matter has not been finally concluded;
6. Has applied for Winding up and is being wound up under Chapter XX of this Act or under the Insolvency and Bankruptcy Code, 2016.”.