Company Winding Up
For Non-Operational Private Limited Companies: Voluntary fast-track strike-off under Section 248(2) of the Companies Act 2013 for companies dormant for 2+ years.
Statutory Indemnity & CA Statement of Accounts: Preparation of Form STK-3 Indemnity Bonds, STK-4 Affidavits, and certified Nil asset-liability statements.
Protect Directors from Disqualification: Avoid Section 164 director disqualification and heavy recurring ROC late penalties with official Gazette closure.
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Company Winding Up
Close your eligible, inactive private limited company or OPC through voluntary ROC strike-off under Section 248(2). TaxQue prepares the required resolutions, STK-3, STK-4 and CA-certified STK-8, arranges professional certification and files Form STK-2. For companies with required ROC filings up to date and no outstanding liabilities. Pending ROC compliance and government fees are extra.
WHAT'S INCLUDED
5 benefits- βCompany strike-off eligibility and ROC compliance verification
- βBoard resolution and shareholder consent documentation
- βSTK-3 indemnity bonds and STK-4 director affidavits
- βSTK-8 statement of accounts with CA certification
- βProfessional certification, STK-2 filing and ROC status tracking
Company Strike-Off (Fast Track Exit) MCA Form STK-2 Filing Services
Under Section 248(2) of the Companies Act, 2013 read with the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, an inoperative or defunct Private Limited, Public Limited, or One Person Company (OPC) that has failed to commence business within 1 year of incorporation or has not carried on any business for 2 immediately preceding financial years can apply for Fast-Track Voluntary Strike-Off by filing Form STK-2 with the Registrar of Companies (ROC).
TaxQue provides comprehensive corporate closure advisory. Our Company Secretaries and Chartered Accountants settle vendor liabilities, close bank accounts, draft Director Indemnity Bonds (Form STK-3) and Affidavits (Form STK-4), obtain CA Statement of Accounts with Nil balance, and file Form STK-2 on the MCA V3 portal to dissolve the company permanently.
What is Company Winding Up?
Company Strike-Off is the statutory Fast-Track Exit (FTE) procedure enabling directors to legally dissolve an inactive corporate entity without the high costs and multi-year delays of court winding-up.
Inactivity Requirement (2 Financial Years): The company must not have commenced business within 1 year of incorporation OR must not have carried on business for 2 consecutive financial years without applying for dormant status (Section 455).
Shareholder Special Resolution Mandate: Requires passing a Special Resolution or obtaining the written consent of at least 75% members in terms of paid-up share capital.
CA Statement of Accounts (Form STK-8): Must prepare a Statement of Accounts certified by a practicing CA showing nil assets and liabilities, dated not more than 30 days prior to filing.
Section 248 Ineligibility Conditions
A company cannot apply for strike-off if in the previous 3 months it changed its name, relocated registered office across states, disposed of property for value, or engaged in activities other than necessary for making the strike-off application.
How to Get Started
Extinguishment of Liabilities & Bank Account Closure
Vendor Dues Clearance -> Bank Account Closure -> Bank NOC Certificate
- 1Settle all pending commercial liabilities, statutory taxes, and close all corporate current bank accounts.
- 2Obtain official Bank Closure Certificate confirming zero balance and closure of operations.
CA Statement of Accounts & Director Legal Formats
CA Statement (Nil) -> Form STK-3 Indemnity -> Form STK-4 Affidavits -> EGM Special Resolution
- 1Chartered Accountant prepares certified Statement of Accounts (made up to < 30 days) with valid UDIN.
- 2Draft EGM Special Resolution, Director Indemnity Bond (Form STK-3), and notarized Affidavits (Form STK-4).
MCA Form STK-2 Portal Filing & Gazette Dissolution
Form STK-2 Submission -> ROC Public Notice (STK-6) -> Gazette Dissolution (STK-7)
- 1Submit Form STK-2 on MCA V3 with Director Class 3 DSC and certified practicing CS sign-off.
- 2ROC publishes public notice in Form STK-6 for 30 days and issues final strike-off notice in Form STK-7 in the Official Gazette.
Documents Required for Company Winding Up
Statutory CA certificates, director indemnity bonds, bank closure proofs, and EGM resolutions.
| Document Type | Specific Records Required | Format / Specifications |
|---|---|---|
| CA Statement of Accounts | Statement of Assets and Liabilities showing Nil balance certified by practicing CA with UDIN | Not older than 30 days from filing date |
| Indemnity Bond (Form STK-3) | Indemnity Bond given by all directors on non-judicial stamp paper and duly notarized | Indemnifies ROC against third-party claims |
| Director Affidavits (Form STK-4) | Notarized affidavit from every director confirming inactivity and absence of pending dues | Executed on non-judicial stamp paper |
| EGM Special Resolution | Certified true copy of Special Resolution or consent of 75% members in paid-up capital | Signed by Chairman / Director |
| Bank Closure Certificate | Official letter from bank confirming closure of all corporate current accounts | Signed by Bank Branch Manager |
| Pending Litigation Statement | Declaration stating that no litigation / inquiry is pending against the company | Included in director affidavit |
Statutory Timelines for Company Dissolution
Timelines governed under Section 248 and Section 250 of Companies Act, 2013.
| Milestone / Stage | Statutory Timeline | Approving Authority |
|---|---|---|
| Statement of Accounts Validity | Must be dated within 30 days prior to filing Form STK-2 | Practicing Chartered Accountant |
| ROC Scrutiny & Public Notice (STK-6) | Published within 30 to 45 days of filing on MCA website & Gazette | Registrar of Companies (ROC) |
| Public Objection Window | 30 days from publication of Form STK-6 | General Public / Income Tax Department |
| Final Gazette Dissolution (STK-7) | Issued upon completion of 30-day objection window | ROC issues final strike-off order |
Eligibility Thresholds for Voluntary Strike-Off
Legal criteria under Section 248(2) of Companies Act.
| Statutory Parameter | Mandatory Threshold | Legal Reference |
|---|---|---|
| Inactivity Period | Failed to commence within 1 yr OR inactive for 2 consecutive FYs | Section 248(1)(a)/(c) Companies Act |
| Member Consent Threshold | Special Resolution OR consent of >= 75% paid-up capital members | Section 248(2) Companies Act |
| Asset & Liability Status | Must have ZERO assets and ZERO outstanding liabilities | Rule 4 Companies (Removal of Names) Rules |
Why Choose Company Winding Up
Why directors trust TaxQue for clean, permanent corporate closure.
Complete Exemption from Future Filings
Permanently end mandatory annual ROC filings (AOC-4, MGT-7, DIR-3 KYC), saving lakhs in annual compliance costs.
Director DIN Protection
Clean legal dissolution prevents Section 164 director disqualification and deactivation of DIN.
CA Statement of Accounts with UDIN Included
In-house Chartered Accountants audit financials and issue certified Statement of Accounts within 24 hours.
Eligibility Criteria for Company Strike-Off
Companies entitled to apply for fast-track exit under Form STK-2.
1Eligible Inactive Companies
- Private Limited, Public Limited, and One Person Companies that have not commenced business within 1 year of incorporation.
- Companies that have ceased all commercial operations for 2 consecutive financial years.
2Ineligible Categories
- Listed companies, Section 8 non-profit companies, and companies facing inspection or NCLT proceedings.
TaxQue Strike-Off Service vs Abandoning Companies
Why voluntary strike-off is essential to protect directors from prosecution.
| Parameter | TaxQue Managed Strike-Off (STK-2) | Abandoning Company without Filing |
|---|---|---|
| Annual Late Fees | Zero (Permanent legal dissolution) | Accumulates βΉ100/day per form with no upper limit |
| Director Disqualification Risk | Zero risk (DIN remains active & clean) | 5-year disqualification under Section 164(2) |
| ROC Prosecution & Notices | Official Form STK-7 dissolution order issued | Summons issued under Section 447/448 for default |
Key Features of TaxQue Company Strike-Off Services
Rapid, legally robust closure of non-operational companies.
End-to-End Secretarial Pack
Includes EGM notices, STK-3 Indemnity, STK-4 Affidavits, and Board Resolutions.
Certified CA Statement with UDIN
Verified Statement of Accounts showing nil assets and liabilities.
Gazette Dissolution Guarantee
Continuous ROC tracking until official Form STK-7 dissolution notice is published.
MCA Compliance
As per MCA guidelines, the following filings are mandatory.
| Form | Purpose | Frequency | Due Date |
|---|---|---|---|
| Form STK-2 | Application for Striking Off the Company | Event-Based | As per company resolution |
| Form STK-3 | Indemnity Bond for Striking Off | Event-Based | Along with STK-2 |
| Form STK-4 | Affidavit by Directors for Striking Off | Event-Based | Along with STK-2 |
| Form STK-7 | Notice of Striking Off and Dissolution | Event-Based | Issued by Registrar post approval |
Frequently Asked Questions
Quick answers about Company Winding Up
Company Strike-Off under Section 248(2) of the Companies Act, 2013, is the official legal procedure for the voluntary closure and removal of an inactive or defunct Private Limited Company from the MCA Register of Companies. It is the fastest, most cost-effective way to legally close a non-operating company without undergoing tedious court liquidation.
A company can apply under Form STK-2 if: (1) It failed to commence business within 1 year of incorporation, OR (2) It has not carried on any business or operation for 2 immediately preceding financial years and has not applied for Dormant status under Section 455. The company must have zero assets and zero liabilities on the date of application.
Voluntary Strike-Off under STK-2 is a fast-track administrative route for companies with zero debts and assets, taking 3 to 6 months. Formal Court Winding-Up (under IBC/NCLT) involves appointing an official liquidator, advertising in newspapers, settling multi-crore creditor claims, and takes 1 to 3 years. TaxQue handles fast-track STK-2 closures.
You need: (1) Statement of Accounts in Form STK-8 (showing zero assets and zero liabilities) certified by a practicing Chartered Accountant (< 30 days old), (2) Indemnity Bond in Form STK-3 signed by all directors, (3) Affidavits in Form STK-4 by directors, (4) Special Resolution passed by 75% shareholders, and (5) Bank Account Closure Certificate.
Your closure is managed by a senior Company Secretary and practicing Chartered Accountant. We ensure all secretarial resolutions, STK-8 statement of accounts, director affidavits, and ROC liaison are executed with zero legal exposure.
What Our Clients Say
Real experiences from 500+ businesses and individuals who trust TaxQue across India.
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1y ago
Excellent GST Service
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1y ago
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Filing ITR used to be stressful. TaxQue made it effortless. Fast, accurate, and very affordable. I have been using their service for 3 years now.
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2y ago
Company Registered in 5 Days!
Best CA team I've ever worked with. Company registration was done in just 5 days. The process was smooth and they kept me updated at every step.