COMPANY STRIKE OFF
| Basic | Advance |
|---|---|
| ✔ Roc Filing | ✔ Roc Filing |
| ✔ Documentation | |
| ✔ Professional Consultancy |
Company Strike Off in India
Company Strike Off Process in India
Introduction
Striking off a company in India can be a complex process, but understanding the steps and legal requirements can make it more manageable. This guide will help you navigate the intricacies of the company strike off process, ensuring compliance with Indian regulations.
Legal Requirements for Company Strike Off
Before initiating the strike off process, it’s crucial to meet the following legal requirements:
- Inoperative Period: The company must be inoperative for at least one year from the date of application for strike off.
- Shareholders’ Approval: Obtain approval from the majority of shareholders or members.
- Clear Liabilities: All outstanding liabilities, including statutory dues and tax obligations, must be cleared.
- No Legal Proceedings: The company must not be involved in any legal proceedings.
- Board Resolution: A board resolution or consent from all directors is necessary.
- Required Documents: Submit necessary documents to the Registrar of Companies (ROC), including a board resolution, a declaration of solvency, and an indemnity bond.
- Public Notice: Publish a public notice in a leading local newspaper where the company is registered, as well as in an English language newspaper in India.
- Application to ROC: Submit an application for strike off to the ROC along with the required documents and fees.
Step-by-Step Strike Off Process
Follow these steps to strike off your company:
Step 1: Ensure Inactivity
Ensure the company has been inoperative for at least one year from the date of application for strike off.
Step 2: Obtain Shareholders’ Approval
Secure approval from the majority of shareholders or members for the strike off.
Step 3: Clear Liabilities
Clear all outstanding liabilities, including statutory dues and tax obligations.
Step 4: Confirm No Legal Proceedings
Ensure the company is not involved in any legal proceedings.
Step 5: Pass a Board Resolution
Pass a board resolution or obtain consent from all directors for the strike off.
Step 6: Prepare Necessary Documents
Prepare and gather the necessary documents, including:
- Board Resolution for the Strike Off
- Declaration of Solvency
- Indemnity Bond
Step 7: Publish Public Notice
Publish a public notice in a leading local newspaper where the company is registered and in an English language newspaper in India.
Step 8: File Application with ROC
File an application for strike off with the ROC, including all required documents and fees.
Step 9: Follow Up
Follow up with the ROC on the status of the strike off application.
Step 10: Official Gazette Publication
Once approved, the company will be struck off from the official records, and the strike off will be published in the Official Gazette.
Documentation Needed
The following documents are required for the company strike off process:
- Board Resolution for the Strike Off
- Declaration of Solvency
- Indemnity Bond
- Public Notice Published in Local and English Language Newspapers
- Application for Strike Off to the ROC
- Proof of Clearing All Outstanding Liabilities, Including Tax Obligations
- Approval from the Majority of Shareholders or Members
- Consent from All Directors for the Strike Off
- Any Other Supporting Documents Related to the Company’s Status
Procedure for Striking Off a Company in India
Striking off a company can be initiated either voluntarily by the company or by the ROC under specific conditions:
Voluntary Application to Strike Off
A company can voluntarily apply for strike off by passing a special resolution or obtaining the consent of 75% of its members. The application can be made to the ROC after settling all liabilities if the company:
- Has not commenced business within one year of incorporation.
- Is not operational for two consecutive financial years and has not applied for dormant status under Section 455 of the Companies Act, 2013.
Limitation for Filing Voluntary Application
The company cannot apply for strike off if, in the past 90 days, it has:
- Disposed of property for gain outside the normal course of business.
- Changed its registered office from one state to another.
- Filed an application for a compromise or arrangement with the National Company Law Tribunal (NCLT).
- Engaged in activities other than those necessary for making the application or complying with legal requirements.
- Is being wound up under Part XX of the Companies Act, 2013.
ROC-Initiated Strike Off
The ROC can initiate the strike off process if there is reasonable cause to believe that the company:
- Has not commenced business within one year of incorporation.
- Is not operational for two consecutive financial years and has not applied for dormant status.
Procedure for ROC-Initiated Strike Off
The ROC will issue a notice to the company and its directors, requesting them to send representations and relevant documents within 30 days. If no valid reason is provided within the specified time, the ROC will strike off the company name and publish the dissolution notice in the Official Gazette.
Impact of Dissolution
Once dissolved, the company will cease to operate. The Certificate of Incorporation will be canceled, but it will remain valid for settling liabilities and realizing dues.
Appeal Against Dissolution
Any aggrieved person can appeal to the NCLT within three years of the dissolution order. The ROC can also apply to the NCLT for restoration if the company name was struck off based on incorrect information.
Contact Information for Bharat Filing Point
“Welcome to Bharat Filing Point! We are your one-stop solution for all your business setup and registration needs in India.
At Bharat Filing Point, we understand the complexities of starting and running a business in India. That’s why we are dedicated to providing hassle-free and efficient services to help you navigate through the various legal requirements and regulations.
Do you have questions about how we can help your company?
Send us an email and we’ll get in touch shortly.
Mail: info@bharatfilingpoint.com
Website: www.bharatfilingpoint.com“
By following this guide, you can ensure a smooth and compliant strike off process for your company in India. If you need further assistance, Bharat Filing Point is here to help you every step of the way.
Company Annual Filing Pvt vs LLP
| FEATURES | Pvt | LLP |
|---|---|---|
| DOCUMENTS | Appointment of Auditor - ADT 01, INC 20 A form filing, DIR 3 KYC (For 2 directors), Accounting & Bookeeping(Upto 100 transactions), Financial statement preparation, Accounting software (1-year license), AOC 4, MGT 7 & ADT filing, Annual filing(Upto turnover of 20 lakhs), Facilitation of Annual General Meeting, Preparation of Minutes & Filing of AGM Report, GST Returns Filings (12 Months), One Year Income Tax filing(Upto turnover of 20 lakhs), Statutory regulations PF, ESI, TDS*, Payroll, PF & ESI filing (Up to 5 employees). | Form 8 & 11 filing(One year), DIR 3 KYC (For 2 directors), Accounting & Bookeeping(Upto 100 transactions), Financial statement preparation, Accounting software (1-year license), GST Returns Filings (12 Months), One Year Income Tax filing(Upto turnover of 20 lakhs), Statutory regulations PF, ESI, TDS*, Payroll, PF & ESI filing (Up to 5 employees). |
| Time | 7-9 working days | 7-9 working days |
Documents Required for Company Strike Off in India
To strike off a company in India, the following documents are required:
- Application for Striking Off the Company (Form STK-2): This main application form is duly filled and signed by designated directors and shareholders. It contains the name and details of the applicant company, reasons and eligibility for strike off as per Companies Act 2013, relevant declarations and verifications by directors, list of documents attached along with the application, and details of pending litigations and assets/liabilities (if any).
- Director’s Declaration (Form STK-3): This document contains a statement that the company wasn’t carrying out any business since a certain date, declaration that the company has no assets or liabilities as on date, disclosure regarding pending legal cases and obligations (if any), confirmation that the company can be struck off, and indemnifying the RoC against any claims arising out of strike off.
- Indemnity Bond (if applicable): If the company has any pending liabilities or obligations, the directors and shareholders must jointly submit an indemnity bond undertaking to clear those dues even after the strike off. This indemnifies the RoC against future claims by creditors, lenders etc..
- Affidavit of Compliance: This affidavit is sworn before a Public Notary by a director affirming that the company has complied with the Companies Act 2013, all statements made in the strike off application are correct, the company is not carrying out any business activity, and no public interests will be adversely affected by the strike off.
- Statement of Accounts: This document is a detailed statement of the company’s financial position.
- Copy of the Board Resolution: A true copy of the special resolution passed in the board meeting, authorizing the filing of the application for striking off the company.
- Copy of Special Resolution: A true copy of the special resolution passed in the Annual General Meeting or Extraordinary General Meeting, authorizing the filing of the application for striking off the company.
- Statement of Liabilities: A statement of all assets and liabilities of the company, attested by a chartered accountant.
- Indemnity Bond: A notarized indemnity bond by directors, in form STK-3.
- Acknowledgement of Last ITR Filed: A copy of the acknowledgement of the last income tax return filed by the company.
- Bank Account Closer Statement: A statement from the bank, showing the closing balance of the bank account of the company.
- ID Proof of Directors: A copy of the ID proof of all the directors of the company5.
These documents are essential for the voluntary strike off of a company in India. Neglecting this crucial paperwork can lead to complications and failure of the strike off application. It is advisable to seek legal counsel to ensure the correct drafting and submission of these documents.
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