How to close a company as per the provisions of Companies Act, 2013 - Part 2

2. Strike off initiated by the Company :-

A Company can also close to itself, but before jumping for the process, consider following points also.

Important points to be considered:

A. The company has to completely pay off all the liabilities.

B. The company has to complete it's overdue annual filing i.e AOC-4 & MGT-7.

Now, then there may be the case that RoC has already initiated it's action under 248(1) for Strike off and now the Company also wants to apply under 248(2),  then here the Company shall file all pending overdue returns in Form No. AOC-4 (Financial Statement) or AOC-4 XBRL, as the case may be, and Form No. MGT-7 (Annual Return) before filing Form No. STK-2.

One thing to note that once notice in Form STK-7 has been issued by the Registrar pursuant to the action initiated under sub-section (1) of section 248, a company shall not be allowed to file an application in Form STK-2.

After this, follow the below process:

a). Convene a Board Meeting to discuss and pass the resolution for strike off & also authorise any director to apply for strike off.

b). The company can either call a general meeting to pass the special resolution in this regard or they can obtain consent of 75 percent members in terms of paid-up share capital to proceed further.

c). File a form with RoC in STK-2.

d). Attachments to form STK-2

∆ Indemnity bonds (duly notarized by every director) at the stamp paper of appropriate value to be given individually or collectively by the director(s) in Form No. STK-3;

∆ Affidavit by every director in Form No. STK-4;

∆ Copy of  the Board resolution authorizing the filing of this application;

∆ Copy of  the special resolution passed or copies of consent obtained under sub-section (2) of section 248, as applicable;

∆ A statement regarding pending litigations, if any, involving the company;

∆ A statement of accounts in STK-8 containing assets and liabilities of the company made up to a day, not more than 30 days before the date of application and this statement is to be certified by a CA.
This blog is authored by Company Secretary Ronak Gupta. He is author of many blogs and runs many websites and youtube channels. His work is dedicated to corporate laws, legal, secretarial, professional services and also in strategy formulations for corporates. Mail him at: csronakgupta23@gmail.com or call at :9910226715

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