Procedure of Company Strike Off

1. ROC Strikes Off-

• If a company fails to start its business activities within one year of its incorporation or has not engaged in any operations for two consecutive financial years, it may be eligible for strike off.
• Additionally, if the company has not applied for the status of a dormant company under section 455 of the Companies Act or the subscribers to the memorandum have not paid the subscription money and filed a declaration for the same within 180 days of incorporation, it may also be eligible for strike off.
• As per Section 248(1) of the Companies Act, the Registrar of Companies (ROC) has the authority to strike off the name of such companies from the register, after providing notice.
• The ROC may initiate the strike off process suo moto, without any request from the company in question.

2. Company’s Strike Off:

• A company can apply for its name to be struck off from the Register of Companies after settling all its liabilities.
• The application can be filed through a special resolution or with the consent of 75% of members in terms of paid-up share capital.
• Upon receiving the application and necessary fees, the Registrar of Companies (ROC) will issue a public notice to inform the public about the company’s intention to remove its name from the register. This notice also provides an opportunity for creditors and the general public to submit any objections they may have.
• If no objections are received after the specified time period, the ROC can proceed with the strike off process and publish a notice in the Official Gazette to announce the removal of the company’s name from the register.
• Once the notice is published, the name of the company will be considered struck off from the Register of Companies.

HOW TO STRIKE OFF BY ROC ON SUO MOTU BASIS-

1. Notice: The Registrar of Companies (ROC) must send a notice in the form STK-1 to the company and all its directors, informing them about the intention to remove the company’s name from the register of companies.
2. Response: The company and its directors must respond within 30 days of receiving the notice, providing their representations and objections, if any.
3. Review: The ROC will consider the representations made by the company and its directors.
4. Publication: The notice of the company’s name removal must be published on the official website of the Ministry of Corporate Affairs and in the Official Gazette, using form STK-5.
5. Notification: Regulatory authorities must be notified about the company’s name removal.
6. Strike off: If no objections are received within 30 days, the ROC will proceed with striking off the name of the company from the register.
7. Settlement: All amounts due to the company must be realized before proceeding with the strike off.
8. Dissolution: The Registrar of Companies will strike off the name of the company after the expiry of the notice period, leading to the dissolution of the company.

HOW TO STRIKE OFF BY COMPANY-

1. Hold a board meeting: The first step is to hold a board meeting and pass a resolution to strike off the company.
2. Clearance of all dues: The company must clear all its dues, including outstanding fees, penalties, or any other liabilities, before initiating the strike off process.
3. Consent of all members: All members of the company must give their consent to the strike off by passing a special resolution in a general meeting.
4. Filing of Form STK-2: The company must file Form STK-2 with the ROC along with the necessary documents such as the board resolution and special resolution, statement of accounts, and auditor’s report.
5. Public notice: After the ROC receives the Form STK-2, it will publish a public notice on its website about the proposed strike off.
6. Objections and final strike off: If there are no objections from any stakeholders within 30 days of the public notice, the ROC may proceed with the strike off and publish a final notice. The company will then cease to exist as a legal entity.

Note: The new amendment has also reduced the time required for striking off a company by the company itself to approximately 3-4 months, subject to the ROC’s approval.