Closing / Winding up, of a Private Limited Company

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Who is Required
Advantages
Docs Required
Process
company-process

Who is required to close a company

  • Who does not want to carry on business.
  • When an organization is inactive for about 2 years or within a year of its incorporation.
  • When a company is running into heavy loss.

Advantages of Striking off the company

It is conditional position.

A few may get advantages of striking off the company

It may vary case to case

 However in case there is a company which is not operational and there is no plan in near future of business, it is better to close the company. It will give the advantages in terms of saving the cost of compliance and getting rid of responsibilities that are attached with Statute.

Documents Required

Aadhar card of all directors

Pan card of all directors

Affidavit off all directors in form STK-4

Board Resolution

Indemnity Bond off all directors in form STK-3

Statement of accounts

Zero balance Bank statement, and Bank account closure details

DSC off all directors

Copy of special Resolution or consent of 75% Shareholders

In case the company is regulated under the special Act, approval of the concerned regulatory body

Method of striking off

        By ROC U/S 248(1)

       

      ROC will send notice for strikingoff the name of the company and all the directors send their representations within the period of 30 days.

 

By company- making an application in form STK-2 U/S 248(2)

 

  • Hold Board Resolution to decide on strike off the company and obtain consent at least 75% shareholders.
  • Company should close the bank account.
  • Make an application of strike off in form STK-2 to ROC.

Process of striking off the company

1

Company hold a board meeting to decide of strike off .

2

Company Hold EGM to pass a special resolution .

3

Close bank account of the company

4

Pay all the liabilities of the company(Liabilities and assets must be zero at the time of striking off)

5

Filing the form STK-2

Go to the mca portal and download the form as mentioned:-

• www.mca.gov.in> mca services> download the form stk-2

• Fill the required fields

 

Attach the documents as mentioned below:-

• Adhar card of all directors

• Pan card of all directors

• Affidavit off all directors in form STK-4

• Adhar card of all directors

• Indemnity Bond off all directors in form STK-3

• Statement of accounts

• Zero balance Bank statement

• DSC off all directors

• Copy of special Resolution or consent of 75% Shareholders

• In case the company is regulated under the special Act, approval of the concerned regulatory body.

6

Attach the dsc of one of the director and Practicing Professional .

7

Upload the form on www.mca.gov.in .

8

In case the company is regulated under the special Act, approval of the concerned regulatory body..

After making the application on MCA – V2 portal it takes about 3-12 months to strike off the company from MCA records

 

Sample for all the attachments are given below:-

 


Indemnity Bond

Form No.STK – 3

 

Indemnity Bond

 

(To be drawn on Stamp Paper of appropriate value)

(to be given individually or collectively by every director)

[Pursuant to clause (i) of sub-rule (3) of rule 4 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016]

To,

The Registrar of Companies,

  1. I/We, the Director(s) of ……………………… (mention name of the Company), incorporated on……………………under the Companies Act, 2013 or Companies Act, 1956 having its registered office at…………………… do hereby declare that:(i) I/We ……………………….S/o/D/o/W/o Shri……………..am/are Director(s) of this Company.

(ii) That I/We have made an affidavit confirming that the company does not have any assets and liabilities as on date.

(iii) Further, the Company has been inoperative from the date of its incorporation/The Company commenced business/operations/commercial activity after incorporation but has been inoperative for the past ………………..year(s) (strike out whichever is not applicable). Thus the Company is defunct and I request the Registrar of Companies,……………… to strike off the name of the Company from the register of companies under Section 248 of the Companies Act, 2013.

  1. I/We do hereby undertake to indemnify : –

(i) the claimants for all lawful claims against the company arising in future after the striking off the name of the Company.

(ii) any person for any losses that may arise pursuant to striking off the name of the Company.

(iii) the claimants for all lawful claims and liabilities, which have not come to our notice up to this stage, and if any claim arises or observed even after the name of the Company has been struck off in terms of Section 248 of the Companies Act, 2013.

Place:

Date:

(Name,

Father’s name,

Address

and Signature) (To be given by every Director)

WITNESSES:

 

1.

Name:                                                                                       Signature:

Father’s name:

 Address:

Occupation:

  1.  

Name:                                                                                       Signature:

Father’s name:

Address:

Occupation:

 

 

FORM No. STK -4

 

 AFFIDAVIT

(to be given individually by every Director)

[Pursuant to sub section (2) of section 248 read with clause (iii) of sub-rule (3) of Rule 4]

  1. I/ We ……………. Director of………………. (hereinafter called “the Company”), incorporated on …………….. under the Companies Act, 2013 or the Companies Act, 1956 having its registered office at…………………. and having CIN …………… do solemnly affirm and state as under:

(i) I/ We …………….. S/o / D/o Shri/Smt……………. Holder of DIN/Income Tax PAN/Passport number ………………….. (copy of Income Tax PAN/Passport duly attested by a Gazetted Officer or a whole time practicing professional viz Chartered Accountant/Company Secretary/Cost Accountant) am Director of the Company stated above since………. (mention date of appointment).

(ii) My present residential address is……………………. (copy of documentary evidence duly attested by a Gazetted Officer or a whole time practicing professional viz Chartered Accountant/Company Secretary/Cost Accountant) is enclosed (Alternatively, an affidavit sworn before Magistrate may be enclosed).

(iii) My permanent address is…………………………… (copy of documentary evidence duly attested by a Gazetted Officer or a whole time practicing professional viz Chartered Accountant/Company Secretary/Cost Accountant) is enclosed (Alternatively, an affidavit sworn before Magistrate may be enclosed).

(iv) The Company does not maintain any bank account as on date.

(v) The Company ………………… (mention name of the Company) does not have any assets and liabilities as on date.

(vi) The Company has been inoperative from the date of its incorporation/The Company commenced business/operations/commercial activity after incorporation but has been inoperative for the past……………….. year(s) due to following reasons………… (give the reasons here).

(vii) As on date, the Company does not have any dues towards Income Tax/Sales Tax/Central Excise/Banks and Financial Institutions; and other Central or State Government Departments/Authorities or any Local Authorities.

  1. I further affirm that –
  2.  

 (i) No inquiry, technical scrutiny, inspection or investigation is ordered or pending against the company;

(ii) No prosecution or any compounding application for any offence under the Act or under any of the other Acts is pending against the company or against the undersigned;

(iii) The company is neither listed nor delisted for non-compliance of listing agreement;

(iv) The company is not a company incorporated for charitable purposes under section 8 of the Companies Act, 2013 or section 25 of the Companies Act, 1956;

(v) The company does not have any management disputes or there is no litigation pending with regard to management or shareholding of the company;

(vi) No order is in operation staying filing of the documents by a court or tribunal or any other competent authority;

(vii) The company is not prevented from making the applications for strike off as mentioned in section 249 of the Act. I solemnly state that the contents of this affidavit are true to the best of my knowledge and belief and that it conceals nothing and that no part of it is false.

Signature:_____________________ (Deponent)

Verification:- I verify that the contents of this affidavit are true to the best of my knowledge and belief. Place:                                                                                                 Signature______________________     (Deponent)

Date:

Note : Attention is also drawn to provisions of section 449 which provide for punishment for false evidence.

 
 

FAQs

No it can not trade, or even it can not get involved in any other business activities. The name of the company would be made available for new companies to use.

If there is any litigations are pending,
If any director abscon 
If INC-20A is not filed

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