Closure a Company Online

Outline 

1. Strike off company
2. Winding up of company

Striking off Company Name

• The company hasn’t commenced its business within one year of its incorporation.
• The company hasn’t been pursuing any business or activity for the preceding two financial years, for which it hasn’t sought the status of Dormant Company under Section 455 of the Act.

• By Company itself as Voluntary Striking off
• By Registrar of Companies

Companies not make Application of Voluntary Striking off

An application on behalf of a company shall not be made if, at any time in the previous three months, the company—

(a) has changed its name or shifted its registered office from one State to another;

(b) 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;

(c) 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;

(d) has made an application to the Tribunal for the sanctioning of a compromise or arrangement and the matter has not been finally concluded

Non-Qualifying Companies

The following companies do not qualify for the provision of strike off:

• Listed companies.
• Companies delisted on account of non-compliance of listing regulations, listing agreement or any other statutory laws.
• Vanishing companies.
• Companies which has been listed for inspection or investigation – if such directive is being carried out/pending/completed but the prosecutions concerning such inspection or investigation are pending in the Court of law.
• Companies which hasn’t yet responded to notices of select provisions.
• Companies which hasn’t furnished the follow-up instructions on any report under section 208 of the Act.
• If the prosecutions related to the above two provisions are pending in a Court of law.
• Companies against which any case for prosecution is pending in a Court of law.
• Companies, whose application for compounding is pending before the competent authority for compounding the offences committed by it or any of its officers in default.
• Companies accepting any public deposits which are outstanding.
• Companies having any charges which remain to be satisfied.
• Companies registered under Section 25 of the Companies Act, 1956 or Section 8 of the Act.

Documents required 

The following documents are attached with the E-forms:-

1. Indemnity Bond duly notarized by all directors (in Form STK 3).
2. A statement of liabilities comprising of all assets and liabilities of the companies (certified by a Chartered Accountant).
3. Certified true copy of Special Resolution (duly signed by every director of the company).
4. Copy of Board resolution authorizing the filing of this application.
5. Indemnity bonds in Form No. STK-3
6. An affidavit in Form STK-4
7. A statement concerning any pending litigations with respect to the company.
8. Copy of relevant order of delisting, if any, from the concerned stock exchange.
9. No objection certificate from relevant regulatory department in case company is governed by such department.

Procedure to strike of company in case of voluntary striking off of company

The procedure is very simple and is done step wise:-

Holding of Board Meeting
A resolution for the purpose of this provision could be passed by a company through a Board Meeting, after which any of its directors would be designated to make an application to the Registrar of Companies (ROC) for strike off.

Closing off Liabilities
A company desirous of a strike off must have closed off all its liabilities.

Holding of General Meeting
A general meeting of shareholders should be held by the company by passing a resolution for striking off the name of the Company and File MGT-14 within 30 days.

Strike of company in case registrar strike off company (ROC)

When ROC is satisfied that it is just and equitable to strike off company, after giving Public notice and sending notice to company and its directors and if no response is received within the time period stated in notice, ROC strike off  the company.

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