Removal of name of the Company from Registrar of Companies
Strike off of name of the Company from ROC is an alternative way for dissolving the company. It has replaced section
560 of Companies Act, 1956.
APPLICABLE PROVISIONS, RULES, NOTIFICATIONS:
1. Chapter XVIII Section 248 to 252 of Companies Act, 2013
2. MCA wide Notification No. G.S.R 1174(E) dated 26th December, 2016
3. Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016
EFFECTIVE DATE: 26th December, 2016
APPLICABLE EFORMS:
1. Form STK 1 - Notice by Registrar for removal of name of a company from the register of companies
2. Form STK 2 - Application by company to ROCfor removing its name from register of companies
3. Form STK 3 - Indemnity Bond
4. Form STK 4 - AFFIDAVIT
5. Form STK 5/6 - PUBLIC NOTICE
6. Form STK 7 Notice of Striking off and dissolution of the Company
DIFFERENT WAYS FOR REMOVAL OF NAME OF THE COMPANY FROM THE REGISTER
By ROC on suo motto basis (or)
By voluntary application by the Company
BY ROC ON SUO MOTTO BASIS
Section Rule
Section 248(1) Companies (Removal of Names of Companies
from the Register of Companies) Rules, 2016
Criteria to Send Registrar has a reasonable cause to believe
Notice to the that: ROC in terms of section 248(1) following
companies shall not be removed under this rule:
Company
o A company has failed to commence its
business within 1 year of incorporation o Listed Companies
o The subscriber to Memorandum failed to o Delisted Companies
pay the subscription & declaration under o Vanishing Companies*
section 11(1)has not been filed within 180 o Companies ordered for/carried out/yet to
days of incorporation take up inspection/investigation
o A Company is not carrying any o Reply pending for notices issued to
business/operations for 2 years companies under section 234, 206, 207
immediately preceding the financial years o Report under section 208 has not yet been
& has not applied for Dormant status submitted
o Companies against which any prosecution
pending in the Court
o Companies whose compounding of offence is
pending before the competent authority
o Companies having outstanding/default in
repayment of public Deposit
o Companies having charges pending for
Satisfaction of Charge
o Section 8 Companies (Section 25 Companies
under Companies Act, 1956)
Registrar shall send notice to the Company Form STK 1:
Sending of
and its Directors requesting them to send Registrar shall send notice in Form STK 1 to
Notice
their representations along with relevant the Company and its Directors at the
documents within 30days from the date of addresses available on records by registered
notice. post with acknowledgement due or by
speed post.
Reasons:
The notice shall contain the reasons on
which the name is to be removed and seeks
for representation within 30days from the
date of notice.
Action by The Company should respond to the Show Cause Notice within the specified period with all
Company relevant documents and reasons
At the discretion of the ROC, order may be passed accordingly.
Effect of Notice
BY VOLUNTARY APPLICATION BY THE COMPANY
Section 248(2) Companies (Removal of Names of Companies
from the Register of Companies) Rules, 2016
Without prejudice to provisions of sub-
Criteria to for section(1), a Company may: Form STK 2: Application by company for
filing removal of name of the Company shall be filed in
application Conditions: Form STK 2 with a fees of Rs. 5000/-
o extinguishing all its liabilities
o by a special resolution or consent of 75% Requirements:
members in terms of paid-up share capital Every Application shall be accompanied by:
file application on all or any of the grounds u/s o indemnity bond duly notarised by every
284(1) director in Form STK 3;
o a statement of accounts containing assets and
liabilities of the company made up to a day,
not more than 30 days before the date of
application and certified by a Chartered
Accountant;
o An affidavit in Form STK 4 by every director
of the company;
o a copy of the special resolution duly certified
by each of the directors of the company or
consent of 75 per cent of the members of the
company in terms of paid up share capital as
on the date of application;
o a statement regarding pending litigations, if
any, involving the company
Not Applicable to Section 8 Companies NA
Non
applicability
Restrictions u/s 249:
and Restrictions
Application shall not be made under section
248(1), any time before 3 months if the
Company
o has changed its name or shifted its
registered office from one State to another
o has disposed property or rights held by it,
immediately before cesser of trade or
otherwise carrying on of business, for the
purpose of disposal for gain in the normal
course of trading or otherwise carrying on
of business;
o has engaged in any other activity except the
one which is necessary or expedient for
making application or concluding the affairs
of the Company or complying with any
statutory requirements
o has made application to the tribunal for
sanction of compromise or arrangement
o is being wound up under Chapter XX of this
Act or under the Insolvency and Bankruptcy
Code, 2016
If company is regulated under special act, Every application shall accompain no objection
Special Body then approval of such regulatory body is certificate from appropriate regulatory body
required
Try to make a special note on this
Manner of Filing:
Filing of Application shall be filed in the prescribed o Form STK 2 shall be signed by the Director
Application manner duly authorized by Board in their behalf.
o If the concerned director doesnot have
registered DSC, then a physical copy of form
shall be signed manually by the Director and
shall be attached to the Form STK 2
Certification:
Form STK 2 shall be certified Chartered
Accountant in whole time practice or Company
Secretary in whole time Practice or Cost
Accountant in whole time practice, as the case
may be.
Application shall be placed on the Companys
website till the disposal of the application
The notice shall be issued in the prescribed The Notice shall be in Form STK 5 or STK 6 as
Publication
manner and in the official gazette for the the case may be and be published:
of Notice of
general public o Official MCA Site on a separate link
application filed
established for this purpose
by the Company
o In the official gazette published in English
language in a leading English newspaper and
at least once in vernacular language in a
leading vernacular language newspaper, both
having wide circulation in the State in which
the registered office of the company is situated
NA The ROC shall simultaneously
intimate the concerned Regulatory Authority
Intimation to regulating the Company viz., the Income-tax
Concerned authorities, central excise authorities and
Regulatory service-taxauthorities having jurisdiction
Authorities over the company, about the proposed action
name removal on the company,
seeking objections, if any, to be furnished
within 30days from the date of intimation
letter
if no objection received within 30 days, ROC
shall presume that they have no objection in
the proposed action.
At the expiry of time mentioned in the notice, The notice of striking off and dissolution of the
Publication the Registrar shall strike off the name of the Company shall be issued in form STK 7 and
of Notice Strike company and publish in the official published in official publication site (MCA) & in
off publication site (MCA) & in the official the official gazette
gazette
And the Company shall stand dissolved
If a company files an application in violation NA
of Section 248(1) shall be punished with a fine
Penalty
which may extend to one lakh rupees.
The Registrar before passing the order shall Any application or pending proceeding for
Other provisions
satify himself that sufficient provision is striking off or Form-FTE filed with the ROC
made for the realisation of all amount due prior to the commencement of these rules but
to the company and for discharge of not disposed of by such authority for want of
liabilities within the reasonable time and any information or document shall, on its
obtain necessary undertakings* from the submission, to the satisfaction of the authority,
managing director, director or other be disposed of in accordance with the rules
persons in charge of the management of made under the Companies Act, 1956 (1 of 1956)
the company
* Undertakings It means the assets of the
Company which shall be made available for
discharging the liabilities
The liability of every Director and every
member of the Company shall continue
and may be enforced as if the Company is
not dissolved.
The application filed u/s 248(1) shall be
withdrawn by the company or rejected by
the Registrar as soon as conditions under
sub-section (1) are brought to his notice.
Section 250 Effect Where a company stands dissolved under section 248, from that date mentioned in the notice
of Removal shall cease to operate as company and Certificate of Incorporation shall be deemed to be
cancelled except for the purpose realizing the amount and discharge of liabilities.
1. notwithstanding that the company has been notified as dissolved, If any application file with
Section 251 the object of evading liabilities or with an intention to defraud the creditors or defraud any
Fraudulent other person, the persons in charge of the management of the company shall:
Application o be jointly and severally liable to any person or persons who had incurred loss or damage as
a result of the company being notified as dissolved &
o be punishable for fraud in the manner as provided in section 447.
2. Withiut prejudice to the above the Registrar may also recommend prosecution of the persons
responsible for the filing of an application under 248(1)
Any person aggrieved by an order of the Registrar, notifying a company as dissolved
Section 252
under section 248, shall file an appeal to the tribunal within 3 years from the date of the
Appeal to
Tribunal order of the Registrar
if the Tribunal is of the opinion that the removal of the name of the company from the register
of companies is not justified, it may order restoration of the name of the company in the
register of companies. Before passing the order of restoration the Tribunal shall give a
reasonable opportunity of making representations and of being heard to the Registrar, the
company and all the persons concerned
If ROC is of opinion that name was struck off either inadvertently or on the basis of incorrect
information furnished by the company or its directors, ROC may file an application before the
Tribunal seeking restoration of name of such company within 3 year from the date of passing
of the order
A copy of the order passed by the Tribunal shall be filed by the company with the Registrar
within thirty days from the date of the order
on receipt of the order, the Registrar shall cause the name of the company to be restored in the
register of companies and shall issue a fresh certificate of incorporation.
If a company, or any member or creditor or workman thereof feels aggrieved by the company
for strike off of the name of the company, they may file an application to tribunal before 20
years from the date of publication in the Official Gazette and tribunal may, by order, gives
direction and make such provision as if the company has not been struck off.
PROCEDURE FOR FILING APPLICATION UNDER SECTION 248(1) (BY COMPANY)
1. Call Board Meeting
Call Board Meeting to discuss about the proposal for filing an application and approve
the resolution for application,
Extinguish all liabilities and
Calling General Meeting
2. Extinguishment of the Liabilities:
The next step is if there is any Liability in the company, Company will set off all the liabilities before calling
General Meeting
3. Convening General Meeting:
Convene general meeting and pass resolution for strike off of the name of the company with approval of 75%
members in terms of Paid up capital. File MGT 14 within 30days from the date of passing resolution.
4. Application to ROC by Company:
Application shall be filed in From STK 2 with a fees of Rs. 5000
Attachments to STK 2:
a) Indemnity Bond from Every Director in Form STK-3
b) Statement of Accounts certified by Chartered Accountant. Statement should not be older than 30 days from
the date of application.
c) An Affidavit from every Director in Form STK-4
d) CTC of Special Resolution duly signed by each Director
e) Statement regarding pending litigations, if any, involving Company
f) NOC from the appropriate concerned authority, if required