Process and Documents for Voluntary Strike off by A Company
As discussed in our write up - Grounds for Voluntary strike off By A Company, please read on to understand the process and documents that are required for voluntary strike off and the documents required for the same.
When to Apply For Strike Off
As a Company when you see that the cost of maintaining a Company is inversely proportional to the gains made out of it, then the company should apply for getting the name removed from the register of companies. Generally, maintaining a company will cost in a year: Secretarial work into filing of forms- Rs.12,500/- p.a. approx., financial audit cost- Rs.10,000/- p.a. Approx. and office expenses with accounts, GST filing and ITR filing etc: Rs. 24,000/- p.a. and this comes to Rs. 46,500/- p.a.
But the Company has no operations, i.e. it has no work and has NIL revenue from operations, i.e. no money being generated from the work for which the Company was incorporated, but the idle funds of the company have been invested or are earning interest (income from other sources), then it is best to apply for removal of name, else the Company will become an NBFC company as 100% of its income is now coming from interest income. This will be a major violation of the NBFC guidelines as your Company does not have an NBFC registration nor a registration no. The MCA and the IT department both will have genuine reasons to proceed against the company for non-registration with a mandatory government authority.
Thus, it will be in favor of the company, its promoters and directors to be vigilant and take the call of applying for striking off of the name of the company from the register of companies as maintained by the MCA.
Process for Removal of Name Of The Company
Making an application under STK-2 for u/s 248 of the Companies Act, 2013
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Step |
Particulars |
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1 |
Check if the company has done its annual filings (Form MGT-7/7A & AOC-4) up to the end of the financial year in which the company ceased to carry out its business operations? |
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2 |
Extinguish all Liabilities i.e Pay off all debts |
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3 |
Comply with Section 249(1), i.e ensure that the company in the previous 3 months has not done any of the following:
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4 |
Issue Notice to hold Board Meeting with the following Agenda: 1. Board Resolution for Strike Off 2. Call EoGM to pass a special resolution or Send letter to shareholders asking for written Consents. This consent should add up to atleast 75% of the shareholding in value of the Company. |
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5 |
Hold Board Meeting |
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6 |
Issue Notice with explanatory statement for calling EOGM with following agenda: Special Business - To make an application u/s 248 of the Companies Act, 2013 for removal of name from register of companies. |
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OR |
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Issue letters to shareholders seeking written consent for application u/s 248 of the Companies Act, 2013 for removal of name from register of companies. |
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7 |
Hold EOGM (If EOGM held, then E-form MGT-14 to be filed within 30 days of the EOGM) |
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OR |
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Receive written consent letters from shareholders and these consents add up to at least 75% of the shareholding in value of the Company. |
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8 |
Prepare Statement of Accounts is the format as given in Form STK-8, not older than 30 days from date of filing of STK-2. This statement has to be uploaded in both pdf (where all directors and the auditor have physically signed and the auditor has stated the UDIN) and in excel format. The DSC of the auditor has to be affixed to the form STK-2 |
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9 |
Prepare following documents: Notarised Indemnity Bond signed By every Director in format as given in Form STK 3 Notarised Affidavit by every Director of the Company format as given in Form STK 4 Certified true copy of the Special Resolution or Written Consent from the shareholders Affidavit regarding any pending litigations etc. |
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10 |
Make sure that the Company has taken No Objection Certificate (NOC) from all or any sectoral authorities it is registered with- Ex:: IRDA- if insurance company, RBI- if an NBFC, SEBI-if an Asset management company |
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11. |
Fill the form STK-2 properly with all attachments and take care of the dates of the documents. DSC of the professionals and the Directors are properly affixed. |
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12 |
File form STK 2 (Application for Strike Off) by paying Rs.10,000/- which is a one-time fee charged by the MCA |
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13 |
Upload ROC’s Notice (STK-6) on the Website of the Company, if the application is approved by CPACE. |
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14 |
ROC to strike off the company’s name and the company shall stand dissolved when so published in the Official Gazette |
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15 |
Write letters to all other authorities like PAN, TAN, GST, ESI PF, Trade License, Professional Tax etc by letting go of all registrations etc that were taken by the Company. |
Required Data for a Company for Making an Application for Removal of Name
u/s 248 of the Companies Act, 2013
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1 |
Who is to be made authorised signatory for filing strike off application? |
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2 |
Does the authorised signatory have an active DSC? |
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3 |
Does the company maintain any bank Account (as on date of application)? |
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4 |
Has the company extinguished all its liabilities ie paid off all its debts? |
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5 |
Has the company done any of the following in the previous 3 months: |
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6 |
Does the company have any pending litigations? |
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7 |
Has the Company done its annual filings (Form MGT-7/7A & AOC-4) up to the end of the financial year in which it ceased to carry out its business operations? |
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8 |
What are the reasons for the company being inoperative? |
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9 |
Did the Company commence its business? |
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10 |
If yes, till which year did the business continue? |
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11 |
When did the Company stop operations? |
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12 |
Brief description of main business activity last carried out by the company |
Documents Required For Voluntary Strike Off By A Company
u/s 248 of the Companies Act, 2013
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S No |
Documents Required |
Remarks |
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1 |
Evidence of addresses of Directors (attested by PCS) |
Passport, Aadhaar, Utility Bill (electric, Telephone) |
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2 |
PAN/Passport of Directors (attested by PCS) |
PAN/ Passport |
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3 |
Certificate of Incorporation |
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4 |
Certified Copy of MOA & AOA |
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5 |
Shareholders List + Holding % + No of shares |
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6 |
Board Resolution to apply for Strike Off |
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7 |
Closure of bank account-Board Resolution |
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8 |
Closure of Bank Account letters from respective banks |
From Banks duly signed |
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9 |
Name, Address, Fathers Name of Two Witnesses |
The indemnity bond in STK-3 and the directors affidavit in STK-5 have to be either notarised or apostilled or certified by the embassy, if any of the directors is a foreign national or non-resident Indian. Further, if consents are taken from shareholders and the shareholder is a foreign national or non-resident Indian, then the same method of document verification will apply.
