Closure Of Private Limited
The provisions relating to striking off names from the Register under Companies Act,2013 i.e., Section 248 prescribes the law and procedure for striking off the names of defunct companies which are not carrying on any business, from the register of companies maintained by the Registrar. This Isan alternative to winding up of a company subject to statuary criterion specified under the section.
Section 248(1) as amended vide the Companies (Amendment) Act, 2015 effective from 29th May, 2015 and the section notified by the Notification No. 4167(E), dated 26.12.2016, further amended by the Companies (Amendment) Act, 2019, w.r.e.f. 2-11-2018 provides the following circumstances where the Registrar has power for removal of name of the Company:
(a) a company has failed to commence its business within one year of its incorporation; or
(b) a company is not carrying on any business or operation for a period of 2 immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company under section 455; or
(c) 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 to this effect has not been filed within 180 days of its incorporation under sub-section (1) of section 10A; or
(d) the company is not carrying on any business or operations, as revealed after the physical
(e) verification carried out under sub-section (9) of section 12.]
Procedure of Removal of Name of a Company from Register of Companies by Registrar on Application made by the Company
- An application for removal of name of the company under sub-section (2) of section 248 shall be made in Form STK-2 along with the fee of Ten thousand rupees.
- It shall be digitally signed by a director duly authorised by the Board in their behalf.
- It shall be certified by a Chartered Accountant or Company Secretary or Cost Accountant, in whole time practice, as the case may be.
(g) any other company which is regulated under any other law for the time being in force.
The application in Form STK 2 shall be accompanied by –
a) indemnity bond duly notarised by every director in Form STK 3.
b) a statement of accounts containing assets and liabilities of the company made up to a day, not more than thirty days before the date of application and certified by a Chartered Accountant.
c) an affidavit in Form STK 4 by every director of the company.
d) a copy of the special resolution duly certified by each of the directors of the company or consent of seventy-five per cent of the members of the company in terms of paid-up share capital as on the date of application,
(e) a statement regarding pending litigations, if any, involving the company.
(f) Banks closure Certificate.
It should be noted that if the person is a foreign national or non-resident Indian, the indemnity bond, and declaration shall be notarised or appostilised or consularised.