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Striking off a Company means removing the name of the Company from the official Registrar of Companies. Strike off is an alternate way to wind up Company as specified under Section 248 of Companies Act, 2013. There are two modes to strike off a Company
1) The Registrar has a reasonable cause to believe that company is not in operation for a period of two years or;
2) Company makes an application to the Registrar.
1) The Company has not commenced its business within one year of its Incorporation or;
2) A Company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company under section 455 or;
3) The subscribers to the Memorandum of Association has not paid subscription money for the shares undertaken by them within a period of 180 days from the date of Incorporation or;
4) The company is not carrying on any business or operations, as revealed after the physical verification of the Registered office as mentioned under sub-section (9) of section 12
The Registrar of Companies may issue a notice in Form STK-1 (Removal of Name of the Companies from the Registrar of Companies) to the Company and its Directors if ROC has a reasonable cause to believe that the company is not in operation as mentioned in Section 248(1). The Company through its representative shall reply to the respective notice within thirty days from the issue of the notice. The Notice shall intimate the Company about its removal of name from the Registrar of Companies.
The company can file an application in E-form STK-2 with Registrar of Companies suo-motto after closing all its liabilities, by special resolution or with the consent of seventy five percent of the members in terms of paid up share capital, to the Registrar for removing the name of the Company.
1) First Check when Company cease to carry on its business or operations.
2) Pass Board Resolution for initiating the process of Striking off the Company.
3) Pass a Special resolution for approval striking off the Company by obtaining 75% members consent.
4) Obtain consent of Creditors, Directors
5) Check whether there is no income tax returns are pending.
6) Check whether there are no litigation or proceeding against company or initiated by Company.
7) File form STK-2 with the Registrar of Companies
8) Attach the following mentioned documents to Form STK-2:
a). Indemnity Bond in Form STK-3 to be executed by every director or collectively by the directors and to be notarized.
b) Affidavit in Form STK-4 by every director
c) NIL Statement of Accounts consist of assets and liabilities of the Company made upto day but not later than 30 days before the date of application and get it certified by a Chartered Accountant.
d) Statement with reference any pending litigations (if any)
e) Registrar of Companies shall examine the same and if found in order, shall give Notice to the Company by e-mail addressed intimated in the form, giving 30 days time stating that that unless cause shown to the contrary the name of the Company be struck off from the Registrar.
f) Also Registrar shall put the name of the applicant under Fast Track Exit mode on MCA portal giving 30 days’ time for raising objection by the stakeholders to the concerned ROC and simultaneously intimate to the concerned regulatory authorities i.e Income tax authorities, central excise, service tax having jurisdiction over the Company about the proposed action of removal and seek any objections if any to be submitted within 30 days and if no objections are received it shall be presumed that they have no objections to the proposed action of striking off the Name of Company.
g) Registrar of Companies immediately after the passing of time given and on being satisfied , shall strike off its name off the Register and send notice under Section 248(5) of the Companies Act, 2013 for publication in official gazette and applicant Company shall stands dissolved from the date of publication of notice in the official gazette.
h) The Company has not commenced its business within one year of its Incorporation or;
1) Listed companies.
2) Companies de-listed on account of non-compliance of listing regulations, listing agreement or any other statutory laws.
3) The Company which are Vanishing companies.
4) Companies which have been listed for inspection or investigation – if such order is being carried out/pending/completed but the prosecutions concerning such inspection or investigation are pending in the Court of law.
Companies which haven’t yet responded to notices of select provisions.
5) If the prosecutions related to the above provisions are pending in a Court of law.
6) Companies against which any case for prosecution is pending in a Court of law.
7) Companies, whose application for compounding is pending before the competent authority for compounding the offences committed by it or any of its officers in default.
8) Companies accepting any public deposits which are outstanding.
9) Companies having any charges which remain to be satisfied.
10) Companies registered under Section 25 of the Companies Act, 1956 or Section 8 of the Act.