- Board meeting & resolution
- Convene a Board meeting to approve strike-off application. Record the minutes.
- Prepare documents
- Board resolution, special resolution (if required by AoA), affidavit by directors confirming no assets/liabilities, statement of assets & liabilities (audited or certified by CA), indemnity / NOC from creditors (if any), copy of latest financial statements, copies of GST/TAN/PAN status. Corpbiz+1
- File Form STK-2 (application to ROC)
- Company files Form STK-2 (or the ROC-prescribed application) with the Registrar of Companies along with attachments and prescribed fee. The ROC will examine. Ebizfiling+1
- ROC public notice & objection period
- ROC publishes a public notice (on MCA/ROC website and the Official Gazette). Authorities (tax, banks, regulators) and third parties have time to file objections. If no objections, ROC proceeds. lawsikho.com+1
- Final strike-off / STK-7 publication
- If satisfied and no objections, ROC strikes off the name and issues Form STK-7 / publishes dissolution in the Gazette — company stands dissolved from that date. IndiaFilings+1
Typical timeline: A few weeks to a few months depending on ROC backlog and whether objections arise. (Time varies across ROC jurisdictions.) Strikeoff
Key cautions: Do not apply for strike-off if there are outstanding creditors, pending tax notices, ongoing litigation, or undisclosed liabilities — directors can be held personally liable if issues surface later. LegalDev
Route B — Voluntary Liquidation (orderly closure with assets & creditors)
When to use: Company solvent or has assets & creditors; shareholders want to wind up and pay creditors in an orderly way. Since the voluntary winding-up regime was impacted by IBC, current practice often uses insolvency/liquidation under IBC rules. ICSI+1
Step-by-step (voluntary liquidation)
- Board meeting + special resolution
- Board proposes winding up; shareholders pass a special resolution (usually 75%+) approving voluntary liquidation. TaxGuru
- Appointment of Insolvency Professional (IP) / Liquidator
- Appoint a licensed Insolvency Professional to act as liquidator to manage asset realization, creditor claims and distribution. ICSI+1
- Public notice & creditor claims
- Liquidator publishes notice inviting claims by creditors and settles objections. Creditors may vote/raise claims as per process. The Legal School
- Realize assets and pay liabilities
- Liquidator realizes assets, pays secured/unsecured creditors as per priority, pays liquidation costs and statutory dues. ICSI
- Final report & dissolution
- Liquidator files a final report with the tribunal/ROC (as applicable) and the company is dissolved once formalities complete. The Legal School
Typical timeline & cost: More time and cost than a strike-off. Depends on asset realization and creditor mix — can range from months to over a year for complex cases. The Legal School
Route C — Compulsory winding up (by NCLT)
When creditors or certain authorities petition NCLT to wind up the company (insolvency or statutory grounds). This is initiated by third parties — consult counsel immediately if you receive such notice. TaxGuru
Practical compliance checklist before filing (must-do)
- Clear all statutory filings up to date (ROC annual returns, financial statements). TaxGuru
- Obtain tax clearances / file final GST returns and intimate CBDT/CBDT if needed. Close GST registration (if applicable). TaxGuru
- Close bank accounts and service contracts, cancel licenses (shop license, import-export code etc.).
- Secure NOCs from creditors (if any) and a certificate from a practicing CA/CS stating statement of assets & liabilities when required. Corpbiz
- Retain digital copies of all records for statutory retention period (usually 8 years for company records).
- If directors are to give affidavits / declarations — ensure accuracy and full disclosure. False declarations risk prosecution. lawsikho.com
Documents usually required (strike-off / voluntary closure)
- Board resolution and copy of minutes.
- Special resolution of shareholders (if required).
- Affidavit by directors (no outstanding liabilities).
- Statement of assets and liabilities (auditor/CA certified).
- NOC/consent letters from creditors (if any).
- Copies of latest audited financials, income tax returns, GST final returns / cancellation proofs.
- Copy of incorporation certificate, AoA/MoA, PAN/TAN details. Corpbiz+1
After dissolution — close these loose ends
- Keep proof of ROC dissolution (STK-7 / Gazette).
- Keep records of final tax filings & receipts.
- Retain all company books & records for statutory retention period.
- If you need to revive the company later (rare), there is a limited revival route — consult counsel quickly. TaxGuru
Common pitfalls & how SavingMantra helps
- Pitfall: Filing strike-off with undisclosed creditors → director liability later.
Fix: We run a pre-closure audit to detect contingent liabilities and obtain creditor NOCs. - Pitfall: Missing tax/GST final returns → objections from tax authorities.
Fix: We prepare and file all final returns, assist with cancellations and obtain clearances. - Pitfall: Incorrect forms or signatures → ROC rejection & delay.
Fix: We prepare documents, e-file forms (STK-2, etc.), and track ROC communications until STK-7 is published.
If you want, SavingMantra can prepare the full closure pack (board minutes, director affidavits, CA certificate, STK-2 filing and liaison with ROC and tax authorities) and run a pre-closure risk scan.
The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances.
All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.