Closure of Company- Strike Off Name of the Company under the Companies Act, 2013

STRIKE OFF THE NAME OF COMPANY UNDER SECTION 248 OF THE COMPANIES ACT, 2013

Conditions for Strike Off:

• A company has failed to commence its business within one year of its incorporation or
• A company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company
• The subscribers to the memorandum have not paid the subscription which they had undertaken to pay at the time of incorporation of a company and a declaration in Form 20A to this effect has not been filed within 180 days of its incorporation.
• The company is not carrying on any business or operations, as revealed after the physical verification carried out by ROC.

Restrictions on Making Applications for Strike Off

Companies are restricted on filing applications for strike-off, if at any time during the last three months, it has:

• has changed its name or shifted its registered office from one State to another;
• has made a disposal for value of 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;
• has engaged in any other activity except the one which is necessary or expedient for the purpose of making an application under that section, or deciding whether to do so or concluding the affairs of the company, or complying with any statutory requirement;
• has made an application to the Tribunal for the sanctioning of a compromise or arrangement and the matter has not been finally concluded; or
• is being wound up under Chapter XX of this Act or under the Insolvency and Bankruptcy Code, 2016.

Disqualification for Strike Off:

Following categories of companies shall not be Strike off :

• listed companies;
• companies that have been delisted due to non-compliance of listing regulations or listing agreement or any other statutory laws;
• vanishing companies;
• companies where inspection or investigation is ordered and being carried out or actions on such order are yet to be taken up or were completed but prosecutions arising out of such inspection or investigation are pending in the Court;
• companies where notices under section 234 of the Companies Act, 1956 (1 of 1956) or section 206 or section 207 of the Act have been issued by the Registrar or Inspector and reply thereto is pending or report under section 208 has not yet been submitted or follow up of instructions on report under section 208 is pending or where any prosecution arising out of such inquiry or scrutiny, if any, is pending with the Court;
• companies against which any prosecution for an offence is pending in any court;
• companies whose application for compounding is pending before the competent authority for compounding the offences committed by the company or any of its officers in default;
• companies, which have accepted public deposits which are either outstanding or the company is in default in repayment of the same;
• companies having charges which are pending for satisfaction; and
• companies registered under section 25 of the Companies Act, 1956 or section 8 of the Act.

Steps for Making Application for Strike off the Name of Company:

• Ensure company has filed form AOC-4 and MGT-7 up to the end of the financial year in which the company ceased to carry its business operations
• Hold Board Meeting for Approval and Authorisation to File Strike Off Application
• Call EGM for Approval of Members by way of Special Resolution

Or

• Obtain written Consent of 75% Members in terms of Paid up Share Capital
• File Application for Strike Off In Form STK-2 along with Following Supporting Documents

            a. Indemnity Bond duly notarized by all director(STK-3)
            b. A statement of liabilities comprising of all assets and liabilities of the companies certified by                 Chartered Accountant (made up to a day, not more than thirty days before the date of                             application) (STK-8)
            c. An affidavit from all Directors in Form STK 4
            d. CTC of Special Resolution or Consent from Members
            e. A statement concerning any pending litigations with respect to the company
            f. Bank Closure Certificate
            g. Latest Income Tax Return Acknowledgement
            h. KYC Documents of Directors and Shareholders


Disclaimer: The content of this blog is for informational and educational purposes only and does not constitute legal advice or opinion