A private limited company that has not started business within a year of incorporation, or has not carried on business for the last two financial years, can apply to the Registrar to remove its name by filing Form STK-2 under Section 248(2) of the Companies Act, 2013, with an MCA fee of ₹10,000. Before filing, it must clear all liabilities, pass a special resolution (or obtain consent of members holding 75% of paid-up capital) and bring its annual filings up to date. Our CA/CS team prepares the STK-3 indemnity, STK-4 affidavit and STK-8 statement of accounts, files STK-2 and tracks it to dissolution.
Section 248(2) of the Companies Act, 2013 lets a company apply to the Registrar to remove its name after extinguishing all its liabilities, by a special resolution or with the consent of members holding 75% of the paid-up share capital. The application is made on the same grounds the Registrar uses under Section 248(1).
| Situation | Can it file STK-2? | What to do |
|---|---|---|
| Incorporated but never started business within one year | Yes, once liabilities are nil | Clear any filings due, pass the special resolution, file STK-2 |
| No business or operation in the two immediately preceding financial years | Yes, once liabilities are nil | Bring AOC-4 and MGT-7/7A up to date, then file STK-2 |
| Annual filings pending for one or more years | Not until they are filed | File the backlog with the additional fee first |
| Open charge on the MCA register | No | Repay the lender and file CHG-4 for satisfaction |
| Changed name (INC-24) or shifted registered office between states in the last three months | No | Wait until three months have passed |
| Inspection or investigation ordered, or management dispute marked | No | Resolve the proceeding first |
| Section 8 company or listed company | No | A different exit route applies |
| Company still has assets to distribute or creditors to pay | No | Consider voluntary liquidation or winding up |
Conditions as listed in Section 248 and the MCA instruction kit for Form STK-2. The Registrar can still refuse an application; strike off is not automatic.
| Item | Amount | Who pays / when |
|---|---|---|
| CorporateWalla professional fee (STK-2 package) | From ₹7,499 + GST | 50% upfront, 50% on filing |
| Form STK-2 MCA fee | ₹10,000 | Paid on filing |
| MGT-14 for the special resolution | Normal fee by nominal share capital | Within 30 days of the resolution |
| Notary and stamp paper for STK-3 and STK-4 | At actuals (varies by state) | Before filing |
| Overdue AOC-4 / MGT-7/7A, if any | Normal fee plus additional fee for the delay | Before STK-2 |
| Stage | Indicative time |
|---|---|
| Eligibility check and document list | 1–2 business days |
| Clearing liabilities, bank and GST closure | Depends on the company |
| Resolutions, STK-3, STK-4 and STK-8 signed | 3–5 business days after liabilities are nil |
| STK-2 filed | Within 7–10 business days of engagement, if no backlog |
| STK-6 objection window | 30 days from publication of the notice |
| Final strike-off notice | Depends on Registrar processing |
Position as of October 2026: the Companies Compliance Facilitation Scheme, 2026, which allowed STK-2 at 25% of the normal fee, closed on 15 September 2026. The full ₹10,000 fee applies to applications filed now.
A Kolkata private limited company was incorporated in 2021, traded for a year and has had no business in FY 2024-25 and FY 2025-26. Its AOC-4 and MGT-7A are filed up to FY 2024-25. At 30 September 2026 it holds ₹18,000 in the bank and owes a director ₹1,50,000 as an unsecured loan, with a GST registration still active.
Illustrative scenario. The tax treatment of a waived director loan should be reviewed separately before the waiver is signed.
| Point | Strike off (STK-2) | Voluntary liquidation / winding up | Dormant status (MSC-1) |
|---|---|---|---|
| Law | Section 248(2), Companies Act, 2013 | Section 59, Insolvency and Bankruptcy Code, 2016, or winding up by the Tribunal | Section 455, Companies Act, 2013 |
| Suits | No business, no assets, no liabilities | Assets to distribute, creditors to pay | A company to be kept for future use |
| Decided by | Registrar (C-PACE) | Liquidator and NCLT | Registrar |
| Company continues to exist? | No, dissolved | No, dissolved | Yes, with minimum filings |
| Relative cost and time | Lowest | Highest | Low, but filings continue |
Closing an LLP or a One Person Company instead? See LLP closure and OPC closure. If you would rather keep the company, our ROC annual compliance service clears the backlog.
Voluntary liquidation and winding up are quoted separately after we review the company's assets, liabilities and disputes.
Pick the speed and depth that matches your need. Same quality, same CA team — only the timeline changes.
Timeline: 7–10 business days to file STK-2
Timeline: Depends on the backlog
Timeline: Custom
Government fee — paid by you at actuals
Form STK-2: ₹10,000 MCA fee (Rule 4(1), Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, as amended by G.S.R. 298(E) dated 17 April 2023). MGT-14 for the special resolution: normal filing fee by nominal share capital. Notary and stamp paper for STK-3 and STK-4, and any fees on overdue AOC-4/MGT-7 filings: at actuals.
Every price above is a professional fee, excluding GST and government charges. 50% upfront, 50% on delivery.
Professional fee excludes GST, MCA fees, stamp duty and notary charges, which are paid at actuals. Payment: 50% upfront, 50% on filing. Timelines are our service timelines; removal of the name is decided by the Registrar and is not guaranteed.
We check that the company has not started business within one year, or has had no business for two financial years, and has no pending filings, charges, inspections or disputes that bar STK-2.
Pay off or settle every liability, file any overdue AOC-4 and MGT-7/7A, cancel GST and close the bank account once the last payments are made.
Board meeting to approve the closure, then a special resolution (filed in MGT-14) or written consent of members holding 75% of paid-up share capital.
STK-3 indemnity bond and STK-4 affidavit from each director, and the STK-8 statement of assets and liabilities made up to a date not more than 30 days before filing.
We file STK-2 with the ₹10,000 fee; it is certified by a practising professional and processed by the Registrar at C-PACE.
The Registrar publishes the STK-6 notice inviting objections within 30 days, then strikes off the name and notifies it in the Official Gazette.
Tell us your requirement, a CA will call you in 30 minutes.
Once the name is struck off and the company is dissolved, annual ROC filings, audit and income-tax returns for the company stop for future years.
For a company with no assets or liabilities, strike off avoids the longer and costlier liquidation route through the Tribunal.
STK-2 is not processed while annual filings are in default, so we clear AOC-4 and MGT-7/7A first and quote that work separately.
The STK-2 form must be certified by a practising CA, CS or CMA; our CA/CS team certifies after checking every attachment.
We follow the application through C-PACE, answer queries and track the STK-6 notice and the final Gazette notification.
From ₹10,799 • 3 to 6 months
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From ₹3,599 • 4–8 months
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From ₹4,999/year • Annual
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From ₹4,499 • Scope-based
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From ₹7,499/year • Annual retainer
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From ₹449 • 7 days
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