Voluntary strike off under Section 248(2) through Form STK-2
Close a dormant private limited company registered in Kolkata the clean way: clear the backlog with ROC Kolkata-I or Kolkata-II, shut the GST, professional tax and local registrations, and file STK-2 for strike off. Professional fee from Rs 7,499, excluding GST and the Rs 10,000 MCA fee. Companies with assets, creditors or disputes are quoted separately for winding up.
| Item | Position for Kolkata |
|---|---|
| Route | Voluntary strike off, Section 248(2), Companies Act, 2013 |
| Form and MCA fee | STK-2, Rs 10,000 |
| Who processes STK-2 | C-PACE, the MCA's central exit office, for companies across India |
| Who holds your filing history | ROC Kolkata-I (Kolkata district) or ROC Kolkata-II (rest of West Bengal) |
| State and local closures | GST, West Bengal professional tax, trade licence |
| Not eligible | Companies with assets, liabilities, open charges or pending proceedings |
| Our filing time | 7 - 10 business days once liabilities are nil and there is no backlog |
Since 1 May 2023, STK-2 applications are not processed by the Kolkata registrar at all. They go to the Centre for Processing Accelerated Corporate Exit (C-PACE), set up by MCA notification S.O. 1269(E) of 17 March 2023 and run from the Indian Institute of Corporate Affairs at Manesar. Queries, approvals and rejections all come through the MCA portal.
That does not make closure a desk job you can do from anywhere. Almost every STK-2 that stalls for a Kolkata company stalls on something local: AOC-4 and MGT-7 returns still pending against ROC Kolkata-I or Kolkata-II, an adjudication notice already issued for those defaults, a GST registration still active with the state, or a professional tax enrolment that keeps generating dues. C-PACE will not approve an application while the company is in default of filings.
So the work order is fixed: clean the Kolkata record first, then file centrally.
| Your company | Route |
|---|---|
| Never started business within a year of incorporation | STK-2, once liabilities are nil |
| No business or operation in the last two financial years | STK-2, once filings are current and liabilities are nil |
| Still holds stock, property or receivables | Realise or distribute first; otherwise voluntary liquidation |
| Owes creditors it cannot pay | Not STK-2; winding up or insolvency route, quoted on scope |
| Open bank or vehicle loan charge on the MCA register | Satisfy the charge in CHG-4 first |
| Prosecution or adjudication pending | Resolve the proceeding before filing |
| Want to keep the company for later | Dormant status may suit better |
Closing an LLP or an OPC instead? See LLP closure and OPC closure. Our strike off vs winding up guide explains the alternatives in more depth.
| Matter | Authority |
|---|---|
| Overdue AOC-4, MGT-7/7A, ADT-1 and DIR-12 | Filed on the MCA portal against ROC Kolkata-I or Kolkata-II |
| Penalties for past defaults | Adjudicated by your ROC under Section 454; appeal to the Regional Director, Eastern Region, Kolkata |
| STK-2 scrutiny and STK-6 notice | C-PACE, through the MCA portal |
| GST cancellation | Proper officer under the GST law, applied for on the GST portal |
| Professional tax enrolment and employer registration | Commercial Taxes Directorate, Government of West Bengal |
| Trade licence | The municipal body that issued it, for example the Kolkata Municipal Corporation |
A company registered in Kolkata district has its file with ROC Kolkata-I; one registered elsewhere in West Bengal has it with ROC Kolkata-II. The two offices replaced the single ROC Kolkata on 16 February 2026.
We check the company's master data and filing history with ROC Kolkata-I or Kolkata-II for missing years, open charges, director KYC status and any adjudication already issued.
Prepare and audit pending financial statements and file AOC-4 and MGT-7/7A with the additional fee. Respond to any show-cause notice from the ROC.
Pay creditors and statutory dues, collect or write off receivables, and settle director loans in writing.
Apply for GST cancellation and file the final return, file the last West Bengal professional tax returns and apply to cancel the enrolment and employer registration, and surrender the trade licence. Close the bank account last.
Board meeting, then a special resolution filed in MGT-14, or 75% written consent.
Notarised indemnity and affidavit from each director, and a statement of accounts showing nil assets and liabilities drawn within 30 days of filing.
Certified by a practising professional and filed with the Rs 10,000 fee for processing at C-PACE.
Public notice inviting objections within 30 days, then the strike-off notice in the Official Gazette, from which the company stands dissolved.
| Stage | Time | Depends on |
|---|---|---|
| Record check and plan | 1 - 2 business days | Access to the company's papers |
| Backlog filings | Varies | Number of years pending and audit |
| GST, professional tax and bank closure | Varies | Department processing and final payments |
| Resolutions and STK documents | 3 - 5 business days | Director availability for notarisation |
| STK-2 filed | 7 - 10 business days from engagement | Only if there is no backlog |
| STK-6 objection window | 30 days from publication | Fixed by the rules |
PIB reported on 11 August 2025 that C-PACE was disposing of company closure applications in under two months on average. That is an official average, not a promise for any one file.
| Head | Position |
|---|---|
| STK-2 | Rs 10,000 |
| MGT-14 for the special resolution | Normal filing fee by nominal share capital |
| Overdue AOC-4 and MGT-7/7A | Normal fee plus additional fee for the delay |
| Notary and stamp paper for STK-3 and STK-4 | At actuals |
| Professional tax and GST arrears | Whatever is due up to closure, with interest where applicable |
The Companies Compliance Facilitation Scheme, 2026, which reduced the STK-2 fee, closed on 15 September 2026. The full fee applies to applications filed now.
| Plan | Professional fee | Covers |
|---|---|---|
| Essential | From Rs 7,499 | Eligibility review, resolutions, MGT-14, STK-3, STK-4, STK-8, STK-2 filing and C-PACE tracking |
| Growth | On quote | Essential plus overdue AOC-4 and MGT-7/7A, DIR-3 KYC, GST and professional tax closure |
| Complete | On quote | Companies that cannot use strike off: voluntary liquidation, creditor or NCLT winding up |
All plans exclude GST. MCA fees, notary, stamp paper and departmental dues are paid at actuals and shown separately on your invoice.
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.
Apply for cancellation on the GST portal as soon as supplies stop, then file the final return in GSTR-10 within three months of the date of cancellation or of the cancellation order, whichever is later. Tax on stock and capital goods held on the cancellation date must be paid. Our GST cancellation service covers this.
Rule 7 of the West Bengal State Tax on Professions, Trades, Callings and Employments Rules, 1979 lets the prescribed authority cancel an employer's certificate of registration once it is satisfied the company has ceased to be an employer, and an enrolment certificate once the liability to pay tax has ceased. File every return up to the last salary month before you apply. See professional tax in West Bengal.
Surrender the municipal trade licence so renewal demands stop, and close any shop and establishment, import-export or other licences in the company's name. For KMC licences, see trade licence in Kolkata.
| Exposure | Position |
|---|---|
| Section 248(7) | Liability of every director, officer and member continues as if the company had not been dissolved |
| STK-3 indemnity | Each director undertakes to meet any liability that surfaces later |
| Past defaults | Penalties adjudicated by your ROC before closure remain payable |
| Tax demands | Income-tax, GST or professional tax raised later can still be pursued |
| Restoration | Members, creditors or workmen can seek restoration from the NCLT under Section 252 |
Strike off is an exit for a company that is genuinely finished, not a way to leave a demand behind. If a liability exists, it has to be settled or the company should take the liquidation route.
| Strike off (STK-2) | Voluntary liquidation / winding up | Dormant (MSC-1) | |
|---|---|---|---|
| Suits | No business, no assets, no liabilities | Assets to distribute or creditors to pay | A company kept for future use |
| Decided by | Registrar at C-PACE | Liquidator and the NCLT | Your Kolkata ROC |
| Company survives? | No | No | Yes, with reduced filings |
| Relative cost | Lowest | Highest | Low, but continuing |
If you would rather keep the company, our annual compliance service clears the backlog with your Kolkata ROC. If the company held deposits or loans, any pending DPT-3 return is part of that backlog.
We are a CA and CS practice operating under DSG CORPORATE FINANCIAL ADVISORS LLP from 129A, Bangur Avenue, Block A, Lake Town, Kolkata 700055. We have supported 2,500+ companies across our practice and close Kolkata companies end to end, not only the MCA leg.
| Reference | Relevance |
|---|---|
| Section 248(2), Companies Act, 2013 | Application by a company for removal of its name |
| Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, as amended in 2023 | STK-2, STK-3, STK-4, STK-8 and the Rs 10,000 fee |
| MCA notification S.O. 1269(E) of 17 March 2023 | Establishment of C-PACE |
| Section 454, Companies Act, 2013 | Adjudication of penalties by the ROC and appeal to the Regional Director |
| Section 45, CGST Act, 2017 | Final return on cancellation of GST registration |
| Rule 7, West Bengal State Tax on Professions, Trades, Callings and Employments Rules, 1979 | Cancellation of registration and enrolment certificates |
Authority sources: Ministry of Corporate Affairs at mca.gov.in, PIB releases on C-PACE, and the Directorate of Commercial Taxes, West Bengal at comtax.wb.gov.in.
A small software services company registered in Salt Lake stopped trading in 2023. Its founders had moved abroad and wanted it closed. The ROC Kolkata-II record showed AOC-4 and MGT-7A missing for two years, GST was still active with nil returns unfiled for months, and the company was still enrolled for professional tax with dues for the years since operations stopped. We filed the pending returns, cleared the GST position and obtained the cancellation order, settled the professional tax arrears and applied to cancel the certificates, and only then passed the special resolution and filed STK-2 with a fresh STK-8.
Illustrative scenario based on typical file patterns. Not a named client engagement.
Same city: Nidhi Company Registration in Kolkata, Public Limited Company Registration in Kolkata and Section 8 Registration in Kolkata. Nationally: private limited company closure, LLP closure and OPC closure.
No. Since 1 May 2023 STK-2 applications from across India are processed by C-PACE, the MCA's central exit office. ROC Kolkata-I or Kolkata-II still holds the company's filing history, and any overdue returns or adjudication for past defaults are dealt with by that office before STK-2 can succeed.
ROC Kolkata-I if the registered office is in Kolkata district, and ROC Kolkata-II if it is elsewhere in West Bengal, such as Salt Lake, New Town or Howrah. The two offices replaced the single ROC Kolkata on 16 February 2026.
The STK-2 fee is Rs 10,000, the same everywhere in India. MGT-14, notary and stamp paper are extra, and any overdue AOC-4 or MGT-7 carries an additional fee for the delay.
No. The company must not be in default of filings for any year. Pending AOC-4 and MGT-7/7A must be filed first with the additional fee, and any adjudication notice already issued for those defaults should be answered.
You should. Under Rule 7 of the West Bengal professional tax rules, the employer registration can be cancelled once the company has ceased to be an employer, and the enrolment once its liability has ceased. Left open, the enrolment continues to generate dues in the company's name.
Yes in practice, because the company must have no liabilities. Apply for cancellation on the GST portal and file the final return in GSTR-10 within three months of the cancellation date or order, whichever is later. See our GST cancellation service.
We file STK-2 within 7 to 10 business days if there is no backlog. After filing there is a 30-day objection window from the STK-6 notice. PIB reported in August 2025 that C-PACE was disposing of applications in under two months on average, though individual files vary.
Then strike off is not available. The company has to settle the liabilities first, or use voluntary liquidation or winding up through the NCLT. We quote that route after reviewing the assets, creditors and any disputes.
Yes. Section 248(7) keeps the liability of directors, officers and members alive as if the company had not been dissolved, and each director signs an STK-3 indemnity. Penalties already adjudicated by the Kolkata ROC also remain payable.
A member, creditor or workman, or the company, can apply to the NCLT under Section 252 for restoration of the name. It is far costlier than closing correctly, because pending filings and fees all have to be made good.
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Reviewed by CorporateWalla's CA and CS team · Last Updated 19 October 2026 · · Sources: Ministry of Corporate Affairs, PIB: C-PACE established, Directorate of Commercial Taxes, West Bengal
Canonical: https://corporatewalla.com/kolkata/closure-private-limited-company
