Close your company voluntarily via Form STK-2 when you want to dissolve it without an insolvency process.
Jurisdiction
Central — Registrar of Companies (ROC), Ministry of Corporate Affairs; applicable across India under Section 248–252 of the Companies Act, 2013 read with Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016
Who applies
Directors or promoters of a dormant or defunct company that has not carried on any business or operation for a period of 2 or more immediately preceding financial years and has no outstanding liabilities
Typical time
3–6 months from submission of Form STK-2 to issuance of final notice of strike-off in the Official Gazette
Fee
₹10,000 application fee for Form STK-2. No refund if application is rejected or withdrawn.
| # | Document | Type needed | Purpose |
|---|---|---|---|
| 1 | Form STK-2 (Application for Strike-off) | Download / Print | Prescribed form under Companies (Removal of Names) Rules, 2016; signed by all directors with DSC and certified by a practising CA/CS/CMA |
| 2 | Indemnity bond from each director (duly notarised) | Notarised Copy | Each director indemnifies the government against any future liability or claim arising from the dissolved company |
| 3 | Affidavit from each director (duly notarised) — Form STK-3 | Notarised Copy | Sworn declaration by each director confirming that the company has no liabilities, no pending court cases, and has not conducted any business in the preceding 2 years |
| 4 | Statement of Accounts not older than 30 days from the date of application (certified by a CA) | Original | Shows NIL assets and liabilities (or minimal residual balances); confirms the financial position of the company at the time of strike-off application |
| 5 | Bank account closure certificate or proof of nil bank balance | Original | Confirms that all bank accounts of the company have been closed; mandatory before filing STK-2 |
| 6 | Consent of shareholders — Special Resolution or majority consent(optional)Recommended and in some cases required; protects directors from future claims by dissenting shareholders | Original | Shareholders' approval for the voluntary strike-off; a Special Resolution passed at an EGM or consent signed by shareholders holding 75% or more of the paid-up capital |
| 7 | DSC of each director | Soft copy (PDF) | Required for digital signing of Form STK-2 by each director on the MCA portal |
| 8 | Certification of Form STK-2 by practising CA / CS / CMA | Original | A practising professional must certify Form STK-2 attesting that the company has no liabilities and meets eligibility criteria |
Original documents: Carry originals only for in-person visits — do not hand them over permanently unless explicitly required.
Verify that the company has not conducted any business in the last 2 or more consecutive financial years. Clear all outstanding statutory dues: file any pending MCA forms (AOC-4, MGT-7), pay pending income tax returns, GST returns, PT, and EPF. Close all bank accounts and obtain bank closure certificates. Resolve any pending litigation or employee claims.
Call an Extraordinary General Meeting (EGM) or obtain consent in writing from shareholders holding 75% or more of the paid-up share capital. Pass a Special Resolution or obtain written consent authorizing the strike-off application.
Prepare a Statement of Accounts as of a date not older than 30 days from the date of filing STK-2. The Statement must show NIL or near-NIL assets and liabilities. Get it certified by a practising Chartered Accountant.
Each director must execute a notarised Indemnity Bond and a notarised Affidavit (Form STK-3) on non-judicial stamp paper of appropriate value (varies by state). These confirm that the company has no liabilities and the directors accept responsibility for any future claims.
Log in to the MCA21 v3 portal. Navigate to E-Filing > Company Forms Filing > STK-2. Fill Form STK-2 with details of the company (CIN, name, registered office), directors, reason for closure (dormancy), and confirmation of nil liabilities. Attach all required documents. Have the form digitally signed by all directors and certified by a practising CA/CS/CMA.
Pay the ₹10,000 strike-off application fee via the MCA portal payment gateway. This fee is non-refundable.
After receiving the STK-2 application, the ROC issues a public notice in the Official Gazette and on the MCA website giving a 30-day window for any stakeholder (creditors, regulatory bodies, other parties) to raise objections. If no objections are received, the ROC proceeds with strike-off.
After the objection period, if no valid objections are received, the ROC publishes a final strike-off notice in the Official Gazette. The company's name is removed from the Register of Companies and the company stands dissolved.
Ministry of Corporate Affairs, Office of the ROC for the relevant state
Steps 7 and 8
Reviews STK-2 application, issues public notice, considers objections, and publishes the final strike-off order in the Official Gazette
Institute of Chartered Accountants / Company Secretaries / Cost Accountants (private professional)
Steps 3 and 5
Certifies the Statement of Accounts and Form STK-2; attests that the company has no liabilities and meets eligibility for strike-off
Filing Form STK-2, paying fee, tracking application status, and downloading the strike-off order
Viewing the public notice and final strike-off notification for struck-off companies
If the company has any pending annual returns (MGT-7/MGT-7A) or financial statement filings (AOC-4) for any financial year, these must be filed (with late fees) before STK-2 is accepted. The MCA system cross-checks filing history. Non-filing leads to outright rejection of STK-2.
Even after the company is struck off, the promoters and directors remain personally liable for all liabilities of the dissolved company for a period of 20 years. Creditors can sue the former directors personally. The Indemnity Bond makes this liability explicit.
The ROC communicates with the Income Tax Department and GST Authority regarding the strike-off application. If there are pending income tax assessments, refund claims, or GST dues, these departments may object, blocking the strike-off. Ensure all tax filings are current and no demands are outstanding before applying.
All bank accounts of the company must be closed and bank closure certificates obtained before filing STK-2. An active bank account with any balance is a liability and disqualifies the company from the strike-off route.
STK-2 is available only to companies that are genuinely dormant with no business activity and no liabilities. Companies that are insolvent, have unpaid creditors, pending litigation, or employees with outstanding dues must undergo voluntary winding-up or insolvency proceedings under the Insolvency and Bankruptcy Code, 2016 — not STK-2.