How to File STK-2 for Voluntary Strike Off of Private Limited Company
Closing a dormant or inactive private limited company has become much faster and simpler after the introduction of C-PACE (Centre for Processing Accelerated Corporate Exit). If your company has never started business or is not operating, you can voluntarily remove its name from the MCA register by filing Form STK-2. File STK-2 for Voluntary Strike Off !
This article covers everything you need to know — from choosing the correct ground to the complete list of documents and expected timeline.
Legal Provisions w.r.t Removal of Name of Company from Register of Companies
Section 248 of the Companies Act, 2013 empowers the Registrar of Companies to remove the name of a company from the register (strike off). The Registrar can initiate the process on his own if a company has failed to commence business within one year of incorporation, has not carried on any business for two immediately preceding financial years, or is found to be non-operational.
A company can also voluntarily apply for strike off by filing Form STK-2 after clearing all its liabilities. This can be done by passing a Special Resolution or by obtaining written consent of at least 75% of the members (in terms of paid-up share capital). After filing STK-2, the Registrar issues a public notice. If no objections are received, the company’s name is struck off and published in the Official Gazette, after which the company stands dissolved. However, the liability of directors and members continues even after dissolution if any claims arise later.
In this article, we will focus on the voluntary strike off process.
1. When Can You File STK-2?
You can apply for voluntary strike off under Section 248(2) if your company:
- (a) Failed to commence business within one year of incorporation, OR
- (c) Not carrying on any business for the last two financial years.
2. Two Routes for Shareholders Approval
| Route | Requirement | MGT-14 Required? |
|---|---|---|
| Special Resolution | 75% majority in meeting | Yes |
| Written Consent | Consent of 75% shareholders (in terms of paid-up capital) | No |
3. Documents Required for filing STK-2
- Board Resolution (consent of board for strike off and authorisation for filling STK-2)
- Shareholders’ approval through special resolution [ File MGT-14]
- Shareholders’ Written Consent (75%) – if special resolution is not passed
- Indemnity Bond – STK-3 (can be executed individually or jointly by all directors and should be notarised)
- Affidavit – STK-4 by all Directors individually (notarised)
- Statement of Accounts – STK-8 (certified by a Chartered Accountant)
- Bank Account Closure Proof
- STK-2 Form (₹10,000 fee). Note: It is Rs 2,500 under CCFS 2026 scheme.
FAQs on form STK-2
Q. When filing of MGT-14 is required?
If special resolution is passed, then file MGT-14. Not required, if you use the 75% written consent route.
Q. Can a listed company apply for voluntary strike off?
No. Listed companies are not allowed to be removed from the register under this process.
Q. What happens if a company has been delisted due to non-compliance?
Such companies are also not eligible for strike off under STK-2.
Q. Can vanishing companies be struck off voluntarily?
No. Vanishing companies are prohibited from being removed under this rule.
Q. Is a company under investigation or inspection eligible for STK-2?
No. Companies where inspection, investigation, or prosecution is pending or ongoing are not allowed to be struck off.
Q. Can a company with pending prosecutions apply for strike off?
No. Any company against which any prosecution for an offence is pending in any court cannot file STK-2.
Q. What if a company has accepted public deposits?
Companies that have accepted public deposits which are either outstanding or in default of repayment cannot be struck off.
Q. Are companies with pending charges eligible for voluntary strike off?
No. Companies having charges pending for satisfaction are not eligible.
Q. Can Section 8 Companies (Non-Profit Companies) be struck off?
No. Companies registered under Section 8 of the Companies Act, 2013 (or Section 25 of the old Act) are not allowed to be removed under this process.
Q. What about companies with pending compounding applications?
Companies whose applications for compounding of offences are pending before the competent authority cannot apply for strike off.
