Strike Off Your Company or LLP in India
Legally close an inactive, dormant or defunct company or LLP — the clean, compliant way. S & S Associates, Company Secretaries, handle the entire closure: eligibility check, arrears clean-up, STK-2 / LLP-24 filing and follow-through to the Official Gazette — and, if a company was wrongly struck off, revival before the NCLT. Pan-India, 100% online.
Close a Private / Public Company
Voluntary strike off under Section 248(2) via Form STK-2 — for companies that never commenced business or have been inactive for two or more financial years.
Close a Limited Liability Partnership
LLP closure via Form LLP-24 under the LLP Act, 2008 and the LLP Rules — for LLPs that are not carrying on business and wish to have their name removed from the register.
What is strike off?
Strike off is the formal mechanism by which a company or LLP ceases to exist as a legal entity. Once struck off, the entity's name is removed from the register and it can no longer conduct business, enter contracts or hold assets.
For companies, the governing provision is Section 248 of the Companies Act, 2013. The Registrar of Companies (ROC) can remove a company that has not commenced business within one year of incorporation, or has not carried on business for two or more preceding financial years. LLPs are closed by filing Form LLP-24 under the LLP Act, 2008 and the LLP Rules. A struck-off entity can be restored through a petition to the NCLT under Section 252.
Four routes to a clean closure
Whether you're closing voluntarily, responding to the ROC, winding down an LLP, or bringing a company back — we cover the full lifecycle.
Voluntary Strike Off
Company-initiated closure via Form STK-2 with the STK-3 indemnity bond and STK-4 affidavits — the fastest, cleanest exit for a dormant company.
Compulsory Strike Off
Support where the ROC moves suo motu against a non-compliant company — responding to notices and protecting directors' interests.
LLP Closure
Closure of a Limited Liability Partnership that is not carrying on business, by filing Form LLP-24 with the required declarations and accounts.
Revival & Restoration
Restoring a struck-off company by petition to the National Company Law Tribunal where it is just and equitable to do so.
What strike off actually does
Closure has real legal consequences. Understanding them upfront is exactly why the sequence — settle, file, then close — matters.
Entity ceases to exist
The company or LLP loses its legal personality — it can no longer sue, be sued, own property or trade.
Bank accounts closed
All accounts must be closed before filing. Any account left open is frozen once the entity is struck off.
Liabilities remain
Members and directors may stay personally liable for the entity's debts and liabilities even after strike off.
Assets vest in government
Under Section 250, assets of a struck-off company vest in the Central Government unless restored via the NCLT.
The 7-phase strike off procedure
Voluntary strike off under Section 248(2), from the boardroom to the Official Gazette — here is exactly how we run it.
Board meeting & resolution
Hold a Board meeting and pass a resolution approving the strike off, with the consent of at least three-fourths of the members, authorising directors to sign the STK-2 and supporting documents.
Settle all outstanding liabilities
Clear outstanding taxes (Income Tax, GST), statutory dues (PF, ESI), bank loans, vendor payables and any ROC penalties. Ensure a nil bank balance before closure.
Clear all ROC filing arrears
File all annual returns (MGT-7 / MGT-7A) and financial statements (AOC-4 / AOC-4 XBRL) up to the last financial year, along with any pending ADT-1 or other forms.
Draft & execute documents
Prepare the STK-3 indemnity bond (notarised), STK-4 affidavits by each director, a CA-certified statement of accounts not older than 30 days, the board resolution, members' consent and bank-closure certificate.
File Form STK-2 on MCA portal
File Form STK-2 on MCA21 with all attachments, digitally signed by directors using valid Class-3 DSCs, and pay the prescribed government fee online.
Registrar scrutiny & public notice
The ROC examines the application and may raise queries. A public notice is published inviting objections; any party with a legitimate interest may object during this mandatory period.
Gazette publication & closure
If no valid objection is received, the ROC publishes the company's name in the Official Gazette and strikes it off the Register of Companies — the entity is dissolved from that date.
Documents required for Form STK-2
A complete checklist for voluntary strike off under Section 248(2). We prepare and verify each one with you.
Director Documents
- Indemnity Bond (Form STK-3) — notarised
- Affidavit (Form STK-4) — from each director
- Board Resolution for strike off
- DSC of all directors (Class 3)
- PAN & Aadhaar of all directors
Financial Documents
- Statement of accounts (nil) — CA-certified
- Bank account closure certificate
- Income Tax clearance / ITR filings
- GST cancellation certificate (if applicable)
- ROC annual returns & financials up to date
Company Documents
- Certificate of Incorporation
- MOA and AOA of the company
- Consent of majority of members
- Copy of last filed annual return
- PAN card of the company
Additional Requirements
- No objection from secured creditors
- Proof of registered office address
- Declaration of no pending litigation
- Statement from CA / CS countersigning
- STK-2 form with government filing fee
The cost of leaving it dormant
Keeping an inactive company on the register rarely stays free. Here's what tends to build up.
Director disqualification
Directors of companies that fail to file annual returns for three consecutive years face disqualification under Section 164(2) — barred from all directorships for five years.
Compulsory strike off by ROC
The ROC can strike off a non-compliant company suo motu under Section 248(1) — a far more damaging route that attracts penalties and dents future business.
Accumulating penalties
Every year of non-filing adds to the penalty burden. Late fees and compounding charges only grow the longer the entity sits idle.
Assets vest in government
Under Section 250, assets of a struck-off company vest in the Central Government. Distributing them first through voluntary strike off protects members.
Important: Voluntary strike off under Section 248(2) is available only if the company has not commenced business, or has not carried on business for two or more preceding financial years. If your company has assets and liabilities, winding up or liquidation may be the more appropriate route — we'll tell you honestly which one fits.
Restore a struck-off company
A company struck off by the ROC can be brought back by petitioning the National Company Law Tribunal (NCLT) under Section 252 of the Companies Act, 2013. Any aggrieved person — a member, creditor, workman or the company itself — may apply.
The NCLT may restore the name where it is just and equitable to do so — for instance, where the company had pending business, assets, live litigation, or was struck off without proper notice. After restoration, all pending annual returns and financials for the strike-off period must be filed.
Talk to a Revival ExpertReady to close your company or LLP?
Book a confidential, no-obligation consultation with our Company Secretaries. We'll confirm your eligibility and map the cleanest route to closure.
Book Free ConsultationFrequently asked questions
What is strike off of a company or LLP?
Strike off is the formal mechanism by which a company or LLP ceases to exist as a legal entity. Its name is removed from the register maintained by the Registrar, and it can no longer conduct business, enter contracts or hold assets. Companies are governed by Section 248 of the Companies Act, 2013; LLPs are closed via Form LLP-24 under the LLP Act, 2008.
Is strike off the same as winding up or liquidation?
No. Strike off is an administrative process under Section 248 that is faster and less expensive than winding up. Winding up or liquidation is more suitable for companies that have assets and liabilities to be settled. Strike off is best suited to dormant or non-operational entities.
How long does voluntary strike off take?
The typical timeline for voluntary strike off under Section 248(2) is about 30 to 60 working days from the date of filing Form STK-2, subject to the ROC's processing speed and the mandatory public-notice period.
What happens to the company's assets after strike off?
Under Section 250 of the Companies Act, 2013, the assets of a struck-off company vest in the Central Government. This is why it is crucial to distribute all assets and settle all liabilities before applying for strike off.
Can directors be disqualified after a company is struck off?
In cases of compulsory strike off due to non-filing of returns, directors can be disqualified under Section 164(2) for five years and barred from appointment in any company during that period. Voluntary strike off does not typically attract disqualification.
Can a struck-off company be revived?
Yes. A struck-off company can be restored by petitioning the NCLT under Section 252. Depending on the route, an application may be made up to twenty years from the gazette publication, while an appeal against an ROC strike off is generally filed within three years.
Do liabilities end once a company is struck off?
No. While the struck-off entity cannot sue or be sued in its own name, members and directors may remain personally liable for debts and liabilities that existed at the time of strike off, and proceedings can continue against them for such dues.