Closure of Company, OPC & LLP

The RoC can strike off a company's name under s248(1) of the Companies Act 2013 on its own motion — typically when it has reason to believe the company is not carrying on business and has not responded to notices. This is compulsory strike-off, and it carries serious consequences for the directors (no prior clearance of liabilities, possible personal liability for outstanding obligations). Voluntary strike-off under s248(2) is initiated by the company — it is a controlled process where the company verifies its eligibility, clears all liabilities, obtains the required approvals, and applies to the RoC on its own initiative. Voluntary strike-off gives directors control over the process and is the legally clean route. Compulsory strike-off is what happens when a company is abandoned.

No. A company with pending statutory demands — whether from Income Tax, GST, customs, or any other regulatory authority — does not meet the eligibility conditions for STK-2. The strike-off process requires a declaration by the directors that the company has no liabilities. A pending demand, even if disputed, is a contingent liability. The correct approach is to resolve or settle these demands before applying. If the company is in an active assessment proceeding, the RoC will typically not process the strike-off application until the proceedings are concluded. PNPC assesses all outstanding statutory positions before advising on closure timing.

Once the company is struck off and its name removed from the RoC register, the company ceases to exist as a legal entity. The company's PAN remains on the Income Tax database but the entity is treated as defunct. The company cannot file any new income tax returns or claim refunds after strike-off. Any outstanding refunds should be claimed before the closure process is completed. If any income tax proceedings were pending, they must be resolved before or managed appropriately as part of the closure process. Directors' individual PANs are unaffected.

Yes. This is one of the most important pre-conditions for STK-2. The company must have all MCA annual filings — AOC-4 and MGT-7 — current at the time of application. Companies with unfiled returns for one, two, or three years must regularise all pending filings first, paying accumulated penalties at ₹100/day/form. There is no shortcut — the MCA system will reject a STK-2 from a company with pending filings. PNPC calculates the total regularisation cost before the process begins, so there are no surprises.

Section 455 of the Companies Act 2013 allows a company with no significant accounting transactions for two or more financial years to apply for 'dormant' status via Form MSC-1 to the RoC. Once granted, the company is relieved of the obligation to hold AGMs and file AOC-4/MGT-7 — instead, it files a simpler Form MSC-3 (Return of Dormant Company) annually by 30 April. The company retains its legal existence, its CIN, and its name — it can be reactivated. Dormant status is better than closure when: the promoters want to preserve the company name for a possible future restart; the company holds an IP licence, a domain, or a regulatory clearance worth preserving; or a temporary pause in operations is expected to reverse within 1–3 years.

Voluntary liquidation under the Insolvency and Bankruptcy Code 2016 is appropriate when: (1) the company has distributable assets that need to be formally distributed to shareholders after paying creditors — under STK-2, you cannot distribute assets as part of the strike-off process; (2) the company is solvent but prefers a more formal, legally complete dissolution with a registered Insolvency Professional overseeing the process; or (3) the company's complexity (multiple creditors, significant assets, litigation) makes the simpler STK-2 route inappropriate. The IBC route is also the only option when the company has creditors who must be formally paid or discharged through a liquidator-supervised process.

Yes. A company that was incorporated but never commenced any business activity qualifies for STK-2 under the 'not commenced business since incorporation' criterion — without needing to wait for two years of non-operation. However, it must still: (1) confirm that no INC-20A (Commencement of Business Declaration) was filed — which would indicate business was never commenced; (2) have all MCA filings current from the date of incorporation; (3) have no liabilities (including any outstanding professional fees or registration expenses that remain unpaid); and (4) have no bank account with a residual balance.

The indemnity bond required under the STK-2 process is a document signed by each director (and sometimes shareholders above a threshold) undertaking to indemnify the Central Government, the RoC, and any person who suffers loss as a result of any false or misleading statement made in the strike-off application, and to pay any Government dues that may emerge after the strike-off. It is typically notarised. The directors are affirming, on record, that all their representations — no liabilities, no assets, no pending claims — are true. A false statement in this bond exposes the signatories to personal liability and perjury.

No. A voluntary strike-off under s248(2), properly executed, does not result in director disqualification. The company simply ceases to exist. The directors' DINs remain active and they can continue to be directors of other companies. Director disqualification under s164(2) arises from three consecutive years of filing defaults — a separate consequence of inaction, not of closure. PNPC completes STK-2 with all filings regularised so there is no residual disqualification exposure on the directors.

Yes, but restoration requires a petition to the National Company Law Tribunal (NCLT) under s252 of the Companies Act 2013. Any person aggrieved by the strike-off — including a promoter who wishes to revive the company — can petition the NCLT within 20 years of the date of strike-off. If the NCLT is satisfied that the company was carrying on business or that it is just to restore the name, it may order restoration. Restoration involves paying all pending fees and penalties, filing all historical returns, and a further order from the NCLT. It is a judicial process, not an administrative one — it is expensive and uncertain relative to the simple act of starting with a new incorporation.

A GST-registered company must file a GST cancellation application (Form GST REG-16) when it applies for strike-off. All GST returns — GSTR-1, GSTR-3B, and the annual GSTR-9 — must be filed up to the date of cessation of business before the cancellation is approved. Any pending GST dues, tax demands, or input tax credit reversal obligations must be settled. The GST cancellation is a separate process from the MCA strike-off and must be completed in parallel. PNPC manages both the MCA and GST closure tracks simultaneously.

The timeline varies depending on the state of the company's filings when the process begins. For a company with all filings current, no liabilities, and straightforward corporate approvals: STK-2 preparation takes 2–3 weeks; RoC acceptance and publication takes 4–8 weeks; the 30-day objection window passes; the final strike-off gazette notification is issued. Total: approximately 3–6 months from initial instruction. If regularisation of pending filings is required first, add 4–12 weeks depending on the backlog. PNPC gives a realistic timeline and total cost estimate at the outset — not a best-case scenario.

Abandoning a company — stopping operations without formally applying for strike-off or dormancy — creates compounding problems: annual filing obligations continue to accrue; penalties at ₹100/day/form run indefinitely; after three consecutive default years, every director is disqualified from serving on any company in India for five years; the RoC may initiate compulsory strike-off under s248(1); and any creditors or regulators can pursue the company and directors for unpaid dues even after compulsory strike-off. Abandonment saves nothing — it defers and multiplies the cost.

Yes. PNPC manages the complete closure lifecycle: (1) eligibility assessment and route recommendation; (2) regularisation of all pending MCA, ITR, GST, and TDS filings with accurate penalty computation; (3) liaison with Income Tax and GST departments for clearances where required; (4) bank account closure coordination; (5) all corporate approvals — board resolution, shareholder resolution, affidavits, and indemnity bond; (6) STK-2 form preparation and filing with complete attachments; (7) monitoring of the RoC objection window; and (8) receipt of the final strike-off gazette notification. The engagement is priced on a fixed-fee basis, confirmed in writing before work begins.