Private Limited Company Strike Off (Form STK-2) in Bengaluru
Close a dormant Bengaluru private limited company by voluntary strike off under Section 248(2): clear the ROC Bangalore backlog, cancel GST and Karnataka professional tax, then file STK-2 with C-PACE and track it to dissolution. Professional fee from Rs 7,499, excluding GST.
| Item | Position for a Bengaluru company |
|---|---|
| Route | Voluntary strike off, Section 248(2), Companies Act, 2013 |
| Form and MCA fee | STK-2, Rs 10,000 |
| Who processes STK-2 | Registrar, Centre for Processing Accelerated Corporate Exit (C-PACE), for all of India |
| Your jurisdictional ROC | ROC Bangalore, for the whole State of Karnataka |
| Appeals against ROC adjudication orders | RD South-Western Region, Bengaluru (from 16 February 2026) |
| State registrations to close | GST, Karnataka professional tax, shop and establishment, trade licence |
| Our filing time | 7 - 10 working days once liabilities are nil and there is no backlog |
Since 1 May 2023, a company's application to remove its name is made in Form STK-2 to the Registrar at the Centre for Processing Accelerated Corporate Exit, a central office with jurisdiction across India set up by notification S.O. 1269(E) dated 17 March 2023. A Bengaluru company's strike-off is therefore examined by the same office as a company in Delhi or Kolkata, and no visit or correspondence with ROC Bangalore is part of the STK-2 itself.
That does not make the local Registrar irrelevant. The company's annual filings, any adjudication of past defaults under Section 454, and any prosecution for those defaults all sit with ROC Bangalore. A company that has skipped two years of AOC-4 and MGT-7 cannot file STK-2 until that backlog is cleared, and the additional fees accrue on those forms until it is.
Sources: MCA notification S.O. 1269(E) of 17 March 2023 establishing C-PACE, and the Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules notified on 17 April 2023, effective 1 May 2023.
Strike off is an administrative removal of the company's name for a company that has nothing left: no business, no assets and no liabilities. Under Section 248(2) it is open to a company that has not commenced business within one year of incorporation, or that has not carried on any business or operation for the two immediately preceding financial years. The members must pass a special resolution, or members holding 75% of the paid-up share capital must consent.
In Bengaluru we see three typical candidates: a startup that was incorporated, raised a little money and stopped; a subsidiary of a foreign group whose India plan changed; and a family company that held a property which has since been sold. The first two usually qualify once liabilities are settled. The third often still has a bank balance or a director loan to deal with first.
A company with creditors it cannot pay, assets to distribute or a live dispute is not a strike-off case. It needs voluntary liquidation or winding up before the Tribunal, which we quote on scope after reviewing the balance sheet. The national process and a comparison of the routes are on our private limited company closure page and in the company strike off guide.
| Step | Authority | Notes for Bengaluru |
|---|---|---|
| Overdue AOC-4, MGT-7 and other ROC forms | ROC Bangalore | Filed with additional fees before STK-2 |
| Adjudication of past filing defaults | ROC Bangalore as adjudicating officer, Section 454 | Appeal lies to the Regional Director |
| Appeal against an adjudication order | RD South-Western Region, Bengaluru | Covers Karnataka, Kerala and Lakshadweep |
| Special resolution | MGT-14 on the MCA portal | Within 30 days of passing |
| STK-2 strike-off application | Registrar, C-PACE | Processed centrally for all states |
| GST cancellation | Proper officer on the GST common portal | State or central, depending on the registration's allocation |
| Professional tax | Jurisdictional profession tax office, Karnataka | Final returns and payments, then closure |
| Restoration or winding up | National Company Law Tribunal, Bengaluru Bench | Outside the strike-off route |
We pull the company's MCA master data and filing history. Any open charge, pending annual filing, name change or inter-state shift in the last three months, or inspection order is identified now, because each one stops STK-2.
Overdue financial statements are prepared and audited and AOC-4 and MGT-7 or MGT-7A are filed with the additional fee. Where a past default has drawn an adjudication notice from ROC Bangalore, we respond to it before the strike-off goes in. Our annual compliance service handles the backlog, and the ROC filing penalty guide explains what the delay costs.
Creditors, statutory dues and director loans are paid or formally waived, receivables collected and the bank account closed after the last payment. STK-8 must show nil assets and nil liabilities.
GST cancellation is applied for, Karnataka professional tax returns and payments are brought up to date and the registrations closed, and any shop registration and trade licence surrendered. See the next section for the order we follow.
The board approves the application and calls a general meeting, or circulates for written consent. The special resolution is filed in MGT-14.
Each director signs a notarised indemnity bond and affidavit. STK-8 is drawn up last, to a date within 30 days of the filing date.
The form is certified by a practising professional and filed with the Rs 10,000 fee. We answer any query from C-PACE and track the STK-6 public notice, which gives 30 days for objections, through to the Gazette notification of dissolution.
| Registration | What to do | Timing |
|---|---|---|
| GST | Apply for cancellation in Form GST REG-16 on the common portal | Within 30 days of the closure of business, under Rule 20 of the CGST Rules |
| GST final return | File GSTR-10 | Within three months of the date of cancellation or of the cancellation order, whichever is later |
| Karnataka professional tax | File pending returns, pay any tax due, then apply to close the employer registration and the company's enrolment | Before the bank account is closed, so dues can be paid |
| Shop and establishment | Intimate closure under the Karnataka Shops and Commercial Establishments Act, 1961 | When the premises are vacated |
| Trade licence | Surrender to the city corporation under the Greater Bengaluru Authority (formerly BBMP) | When the premises are vacated |
| Bank account | Close after the last payment | Before STK-8 is drawn up |
The order matters. Closing the bank account first leaves no way to pay a final GST or professional tax liability, and a GST registration left open keeps generating return obligations and late fees after the company has stopped trading. We sequence the closures so each one can be paid from the account before it shuts.
| Head | Position |
|---|---|
| Form STK-2 | Rs 10,000 |
| MGT-14 for the special resolution | Normal filing fee by nominal share capital |
| Overdue AOC-4 and MGT-7 | Normal fee plus the additional fee for the delay |
| Notary and stamp paper for STK-3 and STK-4 | At actuals |
| GST cancellation | No government fee; late fees apply to any return still pending |
| Plan | Professional fee | Covers |
|---|---|---|
| Starter | From Rs 7,499 | Eligibility check, resolutions, MGT-14, STK-3, STK-4, STK-8, STK-2 certification and filing, tracking to dissolution |
| Standard | On quote | Starter plus the ROC Bangalore backlog, pending audits, GST cancellation and Karnataka professional tax closure |
| Pro | On quote | Companies that cannot use strike off: voluntary liquidation or winding up before the NCLT, scoped after review |
All plans exclude GST. The Rs 10,000 STK-2 fee, other MCA fees, notary and stamp paper are paid at actuals and shown separately on your invoice. Strike off is decided by the Registrar and is not guaranteed.
All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.
| Stage | Indicative time | Depends on |
|---|---|---|
| Eligibility and backlog review | 1 - 2 working days | Access to the company's records |
| Backlog filings, if any | Depends on years pending | Audit of unaudited years |
| Liabilities, bank, GST and PT closure | Depends on the company | Creditor and director cooperation |
| Resolutions and STK-3, STK-4, STK-8 signed | 3 - 5 working days | Directors' availability for notarisation |
| STK-2 filed | 7 - 10 working days from engagement where no backlog | Clean records |
| STK-6 objection window | 30 days from publication | Objections, if any |
| Dissolution notice in the Gazette | Depends on C-PACE processing | Queries |
We treat the whole exit as several months and do not promise a dissolution date. The part we control is getting a clean STK-2 filed quickly.
Dissolution does not wipe the slate clean for the people behind the company. Section 248(7) keeps the liability of every director, officer and member of a dissolved company as if it had not been dissolved, and each director's STK-3 indemnity is a personal undertaking to meet any liability that surfaces later. A Karnataka professional tax demand or a GST assessment for a past period can still be pursued.
A struck-off company can be restored by the National Company Law Tribunal under Section 252 on the application of the company, a member, a creditor or a workman. For a Karnataka company that application is heard by the Bengaluru Bench. Restoration means filing every missing document with fees, so it is far more expensive than closing correctly the first time.
| Strike off (STK-2) | Voluntary liquidation or winding up | Dormant status (MSC-1) | |
|---|---|---|---|
| Suits | No business, assets or liabilities | Assets to distribute or creditors to pay | A company to be kept for later use |
| Decided by | Registrar, C-PACE | Liquidator and NCLT, Bengaluru Bench | ROC Bangalore |
| Company survives | No | No | Yes, with reduced filings |
| Cost and time | Lowest | Highest | Low, but filings continue |
Closing a different entity? See LLP closure or OPC closure.
We are a CA and CS practice operating under DSG CORPORATE FINANCIAL ADVISORS LLP, working with Karnataka companies from our office at 26, Krishnalaya Complex, 4th Cross, N.R. Road, Bengaluru 560002.
| Reference | Relevance |
|---|---|
| Section 248(2), Companies Act, 2013 | Voluntary application for removal of name |
| Section 248(7) | Continuing liability of directors, officers and members |
| Section 252 | Restoration of name by the Tribunal |
| Section 454 | Adjudication of penalties by the Registrar; appeal to the Regional Director |
| Rule 4(1), Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, as amended from 1 May 2023 | STK-2 to the Registrar, C-PACE, with a fee of Rs 10,000 |
| S.O. 1269(E), 17 March 2023 | Establishment of C-PACE with all-India jurisdiction |
| Rule 20, CGST Rules, 2017 | Application for GST cancellation in REG-16 within 30 days |
| Karnataka Tax on Professions, Trades, Callings and Employments Act, 1976 | Professional tax registration and enrolment |
Authority sources: Ministry of Corporate Affairs at mca.gov.in, the CBIC GST portal at cbic-gst.gov.in and the GST common portal at gst.gov.in.
A software services company in Koramangala stopped trading in early 2024 after its only client contract ended. It had filed AOC-4 and MGT-7A up to FY 2023-24 but nothing since, its GST registration was still active, and it held a professional tax employer registration from the years it had staff. We filed the outstanding GST returns and applied for cancellation, brought the professional tax returns up to date and paid the small balance due, then audited FY 2024-25 and filed its AOC-4 and MGT-7A with ROC Bangalore with the additional fee. The bank account was closed only after the GSTR-10 was filed. STK-8 was drawn to a date eight days before STK-2 went to C-PACE.
Illustrative scenario based on typical file patterns. Not a named client engagement.
Same city: Nidhi Company Registration in Bangalore, Public Limited Company Registration in Bangalore, Auditor Appointment in Bangalore. National: private limited company closure, GST cancellation, LLP closure and OPC closure.
No. Since 1 May 2023, STK-2 is filed with the Registrar at the Centre for Processing Accelerated Corporate Exit (C-PACE), which handles voluntary strike-off for companies across India. ROC Bangalore still handles the company's annual filings and any adjudication of past defaults.
The MCA fee for Form STK-2 is Rs 10,000. MGT-14 for the special resolution, any overdue AOC-4 and MGT-7 with additional fees, and notary and stamp paper for STK-3 and STK-4 are extra, at actuals.
Not in practice. The company must not be in default of its filings, so overdue AOC-4 and MGT-7 or MGT-7A are filed first with the additional fee for the delay. Any adjudication notice already issued by ROC Bangalore should be dealt with before the strike-off goes in.
Yes. Apply for cancellation in Form GST REG-16 within 30 days of the closure of business under Rule 20 of the CGST Rules, and file the GSTR-10 final return within three months of the cancellation date or order, whichever is later.
File any pending professional tax returns, pay what is due and close both the employer registration and the company's own enrolment with the jurisdictional profession tax office, before the bank account is closed.
Under Section 454 an appeal against an adjudicating officer's order lies to the Regional Director. For a Karnataka company that is the RD, South-Western Region, at Bengaluru, from 16 February 2026.
We file STK-2 within about 7 to 10 working days once liabilities are nil and there is no backlog. After that, C-PACE examines the application, publishes the STK-6 notice with 30 days for objections and then strikes off the name, so plan for several months.
Yes, by the National Company Law Tribunal under Section 252, on an application by the company, a member, a creditor or a workman. A Karnataka company applies to the Bengaluru Bench, and every missing document and fee has to be filed.
Yes. Section 248(7) continues the liability of every director, officer and member as if the company had not been dissolved, and the STK-3 indemnity bond is a personal undertaking to meet any liability that surfaces later.
Then strike off is not available. The company needs voluntary liquidation or winding up before the NCLT, which takes longer and costs more. We review the balance sheet and quote that route on scope.
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Reviewed by CorporateWalla's CA and CS team · Last Updated 19 October 2026 · · Sources: Ministry of Corporate Affairs, CBIC GST: SOP for cancellation of registration (Circular 69/43/2018-GST), GST common portal
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