Procedure of Company Strike Off

A company is struck off the Register under Section 248 of the Companies Act, 2013 either by the Registrar's suo moto action or through a voluntary application in Form STK-2 filed with the Centre for Processing Accelerated Corporate Exit (C-PACE). The voluntary route in 2026 requires a special resolution, settlement of all liabilities, indemnity bond in STK-3, affidavit in STK-4, statement of accounts in STK-8 not older than 30 days, MGT-14 filing, and a ₹10,000 fee, with strike-off typically completed in three to six months.

Mayank Wadhera

Published: 18 Apr 2023

Updated: 16 May 2026

4 min read

Striking a company off the Register of Companies is the cleanest way to retire an entity that no longer carries on business. With the Centre for Processing Accelerated Corporate Exit (C-PACE) operational since 2023 and processing voluntary strike-offs through STK-2 in a streamlined fashion, the 2026 procedure under Section 248 of the Companies Act, 2013 is faster than ever — provided the eligibility conditions are met.

Two routes to strike-off

Suo moto by the Registrar of Companies under Section 248(1) — when the company has not commenced business within one year of incorporation, has not been carrying on business for two preceding financial years, or has subscribers who have not paid subscription money.
Voluntary application by the company under Section 248(2) by filing Form STK-2 with C-PACE.

Eligibility for voluntary strike-off

A company can apply for voluntary strike-off only if it has extinguished all liabilities and obtained a special resolution from members. The company should not be:

A listed company.
A company registered under Section 8 of the Act.
A company under investigation, inspection, or inquiry, or prosecution pending in any court.
A company whose application for compounding is pending.
A vanishing company, or a company that has issued debentures or accepted deposits that are outstanding.

Step-by-step procedure for voluntary strike-off

Hold a board meeting to consider strike-off, authorise filing of STK-2, and call an EGM.
Settle all liabilities — vendor dues, statutory dues, employee dues, and loans.
Pass a special resolution in the EGM and file MGT-14 within 30 days.
Obtain consent of at least 75% of members in terms of paid-up share capital.
Prepare Form STK-2 with: indemnity bond from every director in STK-3, affidavit in STK-4, statement of accounts certified by a CA in STK-8 (not older than 30 days), and copy of board and special resolutions.
File STK-2 on the MCA V3 portal with the prescribed fee of ₹10,000.
The Registrar publishes a notice in Form STK-6 inviting objections within 30 days.
After due verification and absence of objections, the Registrar issues Form STK-7 dissolving the company.

Tax and statutory closure

Strike-off does not automatically discharge tax liabilities. The company must file final ITR and GST returns, surrender GST registration through GST REG-16, close bank accounts, and intimate other authorities (PF, ESI, professional tax, shops and establishment, etc.). Directors should retain books, records, and statutory registers for at least eight years post strike-off, since the Companies Act allows revival of a struck-off company within 20 years under specific circumstances by the NCLT.

Pitfalls to avoid

Filing STK-2 with unsettled statutory dues — TDS, GST, advance tax — leads to rejection.
Using a stale statement of accounts (older than 30 days from STK-2 filing).
Not closing the bank account before filing — C-PACE flags this routinely.
Forgetting MGT-14 for the special resolution.
Trying to strike off a company that has been struck off by ROC earlier and has not been revived.

Difference between strike-off and winding-up

Strike-off is administrative removal from the Register by the Registrar under Section 248, available only to companies without significant liabilities and operations. Winding-up, under Chapter XX of the Companies Act and the IBC, is a formal process involving a liquidator, creditor settlements, and asset realisation. Choose the path that fits your situation.

Strike-off is fast and inexpensive for clean shell companies and inactive entities. Winding-up under IBC is mandatory when the company has external creditors who must be settled in priority order. Voluntary liquidation under Section 59 of the IBC is a middle path for solvent companies with creditor consent — slower than strike-off but more robust where any creditor concern exists.

Cost-benefit analysis before applying

Strike-off costs roughly ₹10,000 in government fee plus professional fees of ₹15,000-30,000 for a clean case. Continued dormant existence costs ₹10,000-25,000 a year in ROC filings, statutory audit, and minimum compliance. Within 12-18 months, strike-off pays for itself; beyond that the savings compound.

Weigh against this the option value of keeping the company alive — restarting a struck-off company is cumbersome, though possible via NCLT. If the brand name, GST number, or specific licences have value, retention may make sense. For a typical dormant SPV with no future use, strike-off in 2026 is the cleaner and cheaper exit.

Conclusion

Company strike-off in 2026 is a defined, achievable exit — usually completed in three to six months through C-PACE if the company's books are clean. Pay every liability, file every return, close every bank account, and document every step. A well-managed strike-off saves directors from years of dormant compliance penalty exposure and protects them from disqualification under Section 164.

Frequently Asked Questions

What is Form STK-2?

Form STK-2 is the application filed by a company seeking voluntary removal of its name from the Register of Companies under Section 248(2) of the Companies Act, 2013. It is filed online with the Centre for Processing Accelerated Corporate Exit (C-PACE) on the MCA V3 portal, with a prescribed fee of ₹10,000.

Which companies cannot apply for strike-off?

Listed companies, Section 8 companies, companies under investigation, inspection, or pending prosecution, vanishing companies, and companies with outstanding deposits or debentures are barred from voluntary strike-off. Companies with unsettled liabilities or pending compounding applications must clear those before filing STK-2.

How long does a strike-off take in 2026?

With C-PACE handling voluntary strike-offs, a complete STK-2 application with clean attachments is typically processed within three to six months. Delays usually arise from objections raised during the 30-day public notice period via Form STK-6 or queries from the Registrar on the application's documents.

Can a struck-off company be revived?

Yes. Under Section 252 of the Companies Act, a company struck off by the Registrar can be revived through an application to the National Company Law Tribunal within 20 years of strike-off, where the Tribunal is satisfied that the company was carrying on business or it is just and equitable to restore the name.

Do directors face consequences after strike-off?

Strike-off itself does not disqualify directors, but if the strike-off was due to non-filing of financial statements or annual returns for three consecutive years, directors are disqualified under Section 164(2) for five years. Voluntary strike-off after settling all dues, on the other hand, leaves directors free of such disqualification.