Company Strike Off — Form STK-2

A company may apply under Section 248(2), Companies Act 2013, read with Rule 4 of the Companies (Removal of Names of Companies from the Register of Companies) Rules 2016, if it either never commenced business within one year of incorporation OR has not carried on any business for the two immediately preceding financial years and has not applied for dormant status under Section 455. The company must have nil assets and liabilities and no pending litigation, tax demand, or prosecution at the time of filing.

All overdue annual returns (Form MGT-7 or MGT-7A for OPCs/small companies) and financial statements (Form AOC-4) must be filed with the Registrar before STK-2 can be submitted. Active DIN compliance under Rule 12A of the Companies (Appointment and Qualification of Directors) Rules 2014 (DIR-3 KYC) must be current for every director. MCA21 will reject STK-2 if the company is flagged as ACTIVE non-compliant under the ACTIVE scheme (INC-22A).

STK-2 must be digitally signed by a majority of directors and certified by a CA, CS, or CWA in whole-time practice under Rule 4(1) of the Removal of Names Rules 2016. Mandatory enclosures are: (a) notarised indemnity bond by every director in Form STK-3; (b) a statement of accounts showing nil assets and liabilities prepared not more than 30 days before the application date, certified by a CA; (c) an affidavit in Form STK-4 by each director; and (d) a copy of the special resolution or consent of 75% members in value if the company had commenced business.

Under Section 248(1) and Rule 7, after the Registrar is satisfied with the STK-2 application, a notice is published in the Official Gazette and on the MCA website for 30 days inviting objections. If no valid objection is received within that window, the Registrar issues a final order striking off the name under Section 248(5) and publishes it in the Official Gazette. The company stands dissolved from the date of that Gazette publication.

The GST registration must be cancelled and a final return in Form GSTR-10 filed within three months of the cancellation order under Rule 81 of the CGST Rules 2017; failure triggers a demand notice under Section 46, CGST Act 2017. For income tax, a final return under Section 263(1), ITA 2025 (corresponding to Section 139(1), ITA 1961 for years up to FY 2025-26) must be filed for the last partial year, the TAN surrendered with the Assessing Officer, and any pending demand under Section 245 of ITA 1961 resolved before the Registrar will treat liabilities as nil.