The Classic Partners LLP

Winding Up of a Company

Lawful, clean closure of your company — strike off under Section 248 (Form STK-2), voluntary liquidation under the IBC, or Tribunal winding up — with every overdue filing, affidavit, and indemnity handled so directors exit without lingering liability.

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What is Winding Up of a Company?

Winding up is the legal process of closing a company so that its name is removed from the Register of Companies and it ceases to exist. For most defunct private companies, the fastest route is strike off under Section 248(2) of the Companies Act, 2013 by filing Form STK-2. Solvent companies that want a formal distribution of assets opt for voluntary liquidation under Section 59 of the IBC, while contested cases go through Tribunal-driven winding up.

Simply abandoning a company is risky — annual filing defaults keep accumulating penalties and can disqualify directors. If you may need the entity later, consider dormant status filing instead of closure; otherwise, a properly executed strike off gives directors a clean, documented exit.

Who Can Apply for Strike Off (STK-2)?

Companies that have not carried on any business or operations for the two immediately preceding financial years.
Companies that failed to commence business within one year of incorporation.
Companies with no assets and no liabilities — all liabilities must be extinguished before applying.
Companies whose shareholders approve the closure by special resolution or with the consent of 75% of members by paid-up capital.
Companies not falling in the restricted list — for example, listed companies, Section 8 companies, or companies that recently changed their name or shifted their registered office.

Strike Off Procedure — Step by Step

Close bank accounts, settle dues, and extinguish all assets and liabilities.
File any overdue AOC-4 and MGT-7 returns up to the end of the financial year in which the company ceased operations.
Hold a board meeting and obtain shareholder approval — special resolution or 75% consent.
Prepare the indemnity bond (STK-3), affidavits (STK-4), and a statement of accounts (STK-8) not older than 30 days, certified by a Chartered Accountant.
File Form STK-2 with the ROC along with the government fee of ₹10,000.
The ROC publishes public notices (STK-5/STK-6) inviting objections.
If no objection is received, the company's name is struck off and dissolution is notified in Form STK-7.

Our Company Closure Services

Closure Route Advisory

Choosing between strike off, voluntary liquidation, and dormant status based on your facts.

Pending Filings Clean-Up

Filing overdue AOC-4 and MGT-7 returns so the STK-2 application is accepted.

STK-2 Strike Off Filing

Drafting and filing of STK-2 with the indemnity, affidavits, and statement of accounts.

Voluntary Liquidation (IBC)

Coordination of liquidator appointment, declarations, and distributions under Section 59.

Documentation (STK-3/4/8)

Indemnity bonds, director affidavits, and CA-certified financials prepared correctly.

Director Protection

Closing loose ends — bank, GST, and tax surrender — so directors face no future claims.

Why Choose The Classic Partners

Closure-focused experience across defunct startups, dormant subsidiaries, and family companies.
Complete paper trail — every affidavit, indemnity, and account statement drafted to ROC standards.
Follow-up until dissolution, including responses to any ROC queries or objections.
Transparent fees covering government charges, certification, and filings.

Frequently Asked Questions

What is the difference between strike off and winding up?

Strike off under Section 248 is a fast-track removal of a defunct company's name from the register using Form STK-2, suitable when there are no assets or liabilities. Winding up or liquidation is a formal process involving a liquidator who realises assets, pays creditors, and distributes the surplus before dissolution.

Can a company with outstanding loans or liabilities apply for strike off?

No. All liabilities must be paid off or extinguished before filing Form STK-2, and the directors must confirm this on affidavit and indemnify future claims through Form STK-3.

What is the government fee and time taken for strike off?

The ROC fee for Form STK-2 is ₹10,000. After filing, the ROC publishes public notices and, if no objections are received, the company is typically struck off within three to six months.

Do pending annual filings have to be completed before strike off?

Yes. Overdue financial statements (AOC-4) and annual returns (MGT-7) must be filed up to the end of the financial year in which the company ceased its operations before the STK-2 application can be made.

Can a struck-off company be revived?

Yes. Under Section 252, an aggrieved person can appeal to the NCLT within three years of the strike-off order, and the company, a member, creditor, or workman can apply for restoration within twenty years.

What happens to the directors after the company is struck off?

Directors are released from future compliance, but liabilities for past acts can still be enforced. A properly documented strike off — with all dues settled and filings completed — protects directors from disqualification and future claims.

Want to close your company the right way?

Get the correct closure route, complete documentation, and ROC follow-up handled by experienced professionals.