Avoid Director Disqualification
Prevents DIN deactivation and disqualification under Section 164(2) after 3 consecutive FYs of non-filing.
Company Closure
Pvt Ltd Closuer Registration
Strike off your Pvt Ltd company via STK-2, NCLT or Fast Track Exit. 100% online process in 3 to 6 months.
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SAMPLE
Certificate of Incorporation
Ministry of Corporate Affairs (MCA) — sample certificate of incorporation
Illustrative sample. Your official certificate is issued after approval.
01
3 Methods
Voluntary Strike Off, NCLT Winding Up, Fast Track Exit
02
Section 248
STK-2 for voluntary strike off under Companies Act
03
3–6 Months
Typical timeline for voluntary strike off
04
DIN Protection
Avoid disqualification under Section 164(2)
OVERVIEW
What Is Closure of a Private Limited Company?
Closure of a private limited company is the legal process of dissolving a company registered under the Companies Act, 2013, by removing its name from the ROC register through voluntary strike off, NCLT winding up, or fast track exit.
Voluntary strike off under Section 248 is the most common route. The company files Form STK-2 with the ROC. This process typically takes 3 to 6 months and costs ₹7,000 to ₹25,000 in total. NCLT winding up is required when there are unresolved liabilities. Fast Track Exit is a simplified route for defunct or dormant companies with nil assets and liabilities.
Governing LawCompanies Act, 2013
Key Sections248, 271–274, 455
Key FormSTK-2
Timeline (Strike Off)3 to 6 months
METHODS TO CLOSE
Methods to Close a Pvt Ltd Company in India
| Parameter | Voluntary Strike Off | NCLT Winding Up | Fast Track Exit (FTE) |
|---|---|---|---|
| Legal Provision | Section 248 | Sections 271–274 | Section 248 (simplified) |
| Key Form | STK-2 | NCLT Petition | STK-2 |
| Timeline | 3 to 6 months | 1 to 3 years | 3 to 6 months |
| Cost | ₹7,000 – ₹25,000 | ₹50,000 – ₹2,00,000+ | ₹6,000 – ₹12,000 |
| Liabilities | Must be nil | Can have pending liabilities | Must be nil |
| Liquidator Required | No | Yes | No |
| Best For | Inactive companies, nil liabilities | Companies with debts/disputes | Defunct / dormant, nil assets |
BENEFITS
Benefits of Closing an Inactive Pvt Ltd Company
Stop Recurring Compliance Costs
Annual compliance for inactive companies costs ₹15,000–₹30,000 yearly. Closure ends ROC filings, auditor fees and GST returns permanently.
Save from Accumulated Penalties
Non-filing penalties of ₹10,000 + ₹100/day per overdue form stack up quickly. Close now to stop the bleeding.
Clear Legal Liability
Directors remain personally liable until formal closure. Strike off via STK-2 provides legal finality under Section 248.
Free Up DIN for New Ventures
A disqualified DIN prevents directors from starting or joining other companies. Closing preserves DIN status.
Protect Personal Credit
Company non-compliance can affect directors’ CIBIL scores and create issues with loans and new registrations.
ELIGIBILITY
Eligibility for Voluntary Strike Off Under Section 248
| Requirement | Detail |
|---|---|
| Company Status | Not carrying on business for 2+ years OR never commenced business within 1 year of incorporation |
| Liabilities | All liabilities must be nil or fully settled |
| Legal Proceedings | No ongoing litigation, arbitration or regulatory investigations |
| Annual Returns | All annual returns (AOC-4, MGT-7) filed up to date |
| GST Status | GST registration cancelled or surrendered; GSTR-10 filed |
| Income Tax | Final ITR filed; no pending tax demands |
| Directors | Minimum 2/3rd directors must consent via board resolution |
| Shareholders | 75%+ shareholders must approve via special resolution |
DOCUMENTS REQUIRED
Documents Required to Close a Pvt Ltd Company
1. Affidavit by All Directors
On stamp paper verifying no pending liabilities. Stamp duty ₹10–₹100 (state-dependent).
2. Indemnity Bond by All Directors
On stamp paper covering post-closure liabilities. Stamp duty ₹100–₹500 (state-dependent).
3. Board & Special Resolution
Board resolution (2/3rd consent) and special resolution (75%+ shareholder approval) with MGT-14 filing.
4. Statement of Accounts
Not older than 30 days from STK-2 application date, prepared by an Expert. Latest audited financials.
5. NOCs from Creditors & Regulators
NOCs from creditors, Income Tax (CBDT), GST authorities, EPFO/ESIC if applicable.
6. GST Cancellation & Final ITR
GST cancellation certificate, GSTR-10 acknowledgment and final ITR-6 filing acknowledgment.
PROCESS (STK-2)
Step-by-Step Process to Close a Pvt Ltd Company
1. Hold Board Meeting and Pass Resolution
Convene a board meeting with at least 2/3rd directors present. Pass a resolution to close the company voluntarily under Section 248. Record minutes.
2. Settle All Pending Liabilities
Clear all outstanding debts, statutory dues, employee liabilities and vendor payments. Obtain written confirmations from creditors.
3. Obtain NOCs from Creditors and Regulators
Collect NOCs from creditors, Income Tax Department, GST authorities, EPFO and ESIC if applicable.
4. Cancel GST Registration and File GSTR-10
Apply for GST cancellation (Form REG-16). File GSTR-10 final return within 3 months of cancellation order.
5. File Final Income Tax Return (ITR-6)
File the company ITR-6 up to the date of the STK-2 application. Ensure all tax dues are paid.
6. Pass Special Resolution at EGM
Hold EGM and pass a special resolution with 75%+ shareholder approval. File Form MGT-14 with ROC within 30 days.
7. Prepare Statement of Accounts, Affidavit & Indemnity Bond
Prepare statement of accounts (not older than 30 days). Directors sign affidavit and indemnity bond on stamp paper.
8. File Form STK-2 on MCA V3 Portal
File e-Form STK-2 with all attachments. Pay government fee ₹200–₹600. All directors digitally sign with Class 3 DSC.
9. ROC Publishes Public Notice
ROC reviews the application and publishes a notice in the Official Gazette. Public gets 30 days to raise objections.
10. Company Name Struck Off
If no objections, ROC strikes off the company name from the register. The company stands dissolved. Total timeline: 3 to 6 months.
STRIKE OFF VS NCLT
Strike Off vs NCLT Winding Up vs Fast Track Exit
| Parameter | Voluntary Strike Off | NCLT Winding Up | Fast Track Exit |
|---|---|---|---|
| Pending Liabilities | No (must be nil) | Yes | No (must be nil) |
| Timeline | 3 to 6 months | 1 to 3 years | 3 to 6 months |
| Total Cost | ₹7,000 – ₹25,000 | ₹50,000 – ₹2,00,000+ | ₹6,000 – ₹12,000 |
| DIN Protection | Yes | Depends on case | Yes |
| Revival Possible | Yes (within 20 years) | No (final) | Yes (within 20 years) |
| Best For | Inactive, no debts | Debts / disputes | Defunct / dormant |
IF YOU DON'T CLOSE
What Happens If You Don't Close Your Pvt Ltd Company
Director Disqualification
Under Section 164(2), directors of companies that default on filing annual returns for 3 consecutive FYs are disqualified for 5 years.
DIN Deactivation
MCA deactivates DINs of defaulting directors. Cannot serve as director in any other company until restored.
Accumulated Penalties
₹10,000 + ₹100/day per overdue form (capped). Late filing additional fees under Section 403 (2x–12x) stack up over years.
Compulsory Strike Off
ROC may initiate compulsory strike off under Section 248(1). This route can also lead to director disqualification.
WHY CHOOSE US
Why Corporate Mart?
Expert STK-2 Filings
Specialists experienced in voluntary strike off, Fast Track Exit and complex NCLT winding-up scenarios with end-to-end MCA follow-up.
Complete End-to-End Package
Board & EGM resolutions, statement of accounts, affidavit & indemnity bond, NOC collection, GST cancellation, final ITR and STK-2 filing.
DIN Protection Focus
We prioritise protecting directors’ DINs and avoiding Section 164(2) disqualification throughout the closure process.
Transparent Pricing
Clear with dedicated professional support. Government fees and stamp duty charged separately at actuals. No hidden charges.
FAQ
Frequently Asked Questions
The most common method is voluntary strike off under Section 248 by filing Form STK-2 with the ROC. The company must have nil liabilities, settle all dues, obtain NOCs, cancel GST, file final ITR, pass special resolution, and submit STK-2 with affidavit and indemnity bond. The process typically takes 3 to 6 months.
Corporate Mart provides transparent, tailored assistance based on your entity structure and state requirements. Contact our expert team for a detailed proposal. Government fees for STK-2, MGT-14 and related forms are ₹200–₹600 each. Stamp duty and notarization add ₹600–₹2,000. Total for a standard strike off typicallyGovernment and statutory fees depend on the entity structure and state requirements. Contact our expert team for a detailed proposal. NCLT winding up costs ₹50,000–₹2,00,000+.
Form STK-2 is the MCA e-form used to apply for voluntary strike off of a company’s name from the ROC register under Section 248 of the Companies Act, 2013. It must be accompanied by board and special resolutions, statement of accounts, affidavit, indemnity bond and NOCs.
No. Voluntary strike off and Fast Track Exit require nil or fully settled liabilities. Companies with unresolved debts or disputes must use NCLT winding up under Sections 271–274.
Directors risk disqualification under Section 164(2) after 3 consecutive FYs of non-filing, DIN deactivation, and accumulated penalties of ₹10,000 + ₹100/day per overdue form. ROC may also initiate compulsory strike off.
Voluntary strike off typically takes 3 to 6 months from board resolution to final ROC order, including a mandatory 30-day public notice period for objections.
Yes. GST registration should be cancelled and GSTR-10 (final return) filed. The GST cancellation certificate is attached with the STK-2 application.
Yes. A company struck off under Section 248 can apply for revival within 20 years. NCLT dissolution is generally final and cannot be revived in the same way.
