What is Form STK-2 and who can file it?

Form STK-2 is the application form for voluntary strike-off (closure) of a private limited company under Section 248(2) of the Companies Act, 2013. It can be filed by companies that have not commenced business within one year of incorporation, or companies that have not been carrying on any business for the past two financial years and have not applied for dormant status. The company must have nil assets and nil liabilities to be eligible for this Fast Track Exit route.

What is the difference between STK-2 Fast Track Exit and NCLT winding-up?

STK-2 Fast Track Exit is a voluntary, MCA portal-based administrative process for companies with nil assets and nil liabilities. It is faster (3-4.5 months), cost-effective, and requires no court or tribunal involvement. NCLT voluntary winding-up under the Insolvency and Bankruptcy Code is used when a company has assets, liabilities, or creditors to settle. It involves appointing a liquidator, settling all claims, distributing remaining assets to shareholders, and obtaining a dissolution order from the NCLT. STK-2 is preferable when the company is truly dormant with zero financial obligations. Strike-off is a published fixed fee; voluntary liquidation is quoted on enquiry and scoped after a free review.

Can a company with outstanding GST or income tax liabilities apply for STK-2?

No. A company must clear all outstanding statutory liabilities including GST (all pending returns must be filed and GST registration cancelled), income tax (all ITRs filed, no pending demands), PF, ESIC, and any other regulatory dues before applying for strike-off via STK-2. The CA-certified statement of accounts must confirm nil liabilities. Any pending liabilities will result in rejection of the application by the Registrar.

How long does the STK-2 process take?

The STK-2 strike-off process typically takes 3 to 6 months from the date of filing the application. This includes the 30-day public notice period during which any objections can be raised, the review period by the Registrar of Companies, and the time for issuance of the final strike-off order. If objections are raised or documents are deficient, the process may take longer.

What happens to directors after the company is struck off?

Once the company is struck off, the directors are relieved of all future compliance obligations related to that company. Their directorship in the dissolved company is automatically terminated. The strike-off also removes the risk of disqualification under Section 164(2) for non-filing, and their DIN remains active for use in other companies. The indemnity bonds signed during the process ensure personal liability for any undisclosed liabilities that emerge post-dissolution.

Can a struck-off company be restored?

Yes. Under Section 252 of the Companies Act, a struck-off company can be restored to the register by an order of the NCLT within 20 years of the date of dissolution. A dissolved company can be revived if it is established that the strike-off was unjustified or if a legal dispute requires the company's continued existence. However, restoration requires NCLT proceedings and payment of all pending statutory dues along with late fees.

What documents must each director sign for STK-2?

Each director of the company must individually sign and execute: (1) Form STK-3 — an indemnity bond on stamp paper declaring that all liabilities have been settled and indemnifying against any future claims; and (2) Form STK-4 — a sworn affidavit before a Notary or Magistrate declaring that the information provided is true and the company has ceased operations and has nil assets and liabilities. All directors must sign regardless of their active participation in the company.

Is it mandatory to close the bank account before filing STK-2?

Yes. All bank accounts of the company must be closed and a bank account closure letter from the bank must be obtained before filing Form STK-2. The company cannot have any active bank accounts at the time of filing. The CA-certified statement of accounts must reflect a nil bank balance and the Registrar verifies the same. An active bank account with even a zero balance can cause rejection of the application.

Strike Off / Dissolution

Company Closure (STK-2 Fast Track)

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Close your inactive Private Limited Company legally and permanently using the MCA STK-2 Fast Track Exit route. Eliminate compliance obligations, protect directors from disqualification, and get a formal dissolution order — without any NCLT proceedings.

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STK-2

Form

MCA / RoC

Authority

3-4.5 months

Timeline

₹20,000

Starting At

Director Disqualification

Penalty Risk

Liability Ends

Protection

Transparent Pricing

Company Closure & Exit Cost

Fixed professional fees, published up front. Government fees are passed through at actual — we never mark them up.

Our professional fee

₹20,000

+ MCA fee at actual — strike-off in Form STK-2, end to end

What this fee covers

Form STK-2 filed and carried through to the dissolution notice in STK-7
Statement of accounts in Form STK-8, certified by a Chartered Accountant
Board meeting, EGM and special resolution support, including Form MGT-14
Indemnity bond (STK-3) and affidavit (STK-4) drafted for every director
The first written response to a C-PACE query

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One fee, no packages — every government fee is itemised before you pay.

What it actually costs

Strike-off in Form STK-2 — end to endcovers everything in the list opposite: ₹20,000
MCA fee on Form STK-2CCFS-2026 closed on 31 August 2026; the normal fee applies again: ₹10,000
Notarisation & stamping of STK-3 / STK-4per director: ₹1,500
Exit diagnostic & route opinionseparate engagement — credited back in full when the closure proceeds: ₹7,500
Overdue AOC-4 and MGT-7 / MGT-7Aper financial year — must be cleared first: ₹5,000
Second C-PACE resubmissiononly if needed — the first response is included above: ₹5,000
GST cancellation (REG-16) & final GSTR-10: ₹5,000
EPFO & ESIC closure intimationwhere registered: ₹5,000
Voluntary liquidation (Section 59, NCLT)where the company owes or holds anything — scoped after a free review: On enquiry
Dormant status instead — Form MSC-1defer rather than close; MSC-3 ₹4,000/year: ₹12,000
LLP strike-off — Form 24overdue Form 8 / Form 11 ₹4,500 per FY: ₹12,000

≈ ₹37,140 all-in — clean strike-off, 2 directors, filings up to date, incl. GST and the ₹10,000 MCA fee now that CCFS-2026 has closed

Closure is not a discharge — under Section 250 the liability of every director, officer and member survives dissolution, and the NCLT may restore the company under Section 252 within twenty years. GST @18% on professional fees is charged extra.

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Overview

What is Company Strike-Off?

Company strike-off is the legal process of removing a company's name from the Registrar of Companies records under Section 248 of the Companies Act, 2013. Once struck off, the company ceases to exist as a legal entity.

The STK-2 Fast Track Exit scheme provides a simplified, non-judicial route for companies that have nil assets, nil liabilities, and have not commenced or ceased business — avoiding costly and time-consuming NCLT winding-up proceedings.

Voluntary strike-off via STK-2 is far preferable to involuntary strike-off by the Registrar, which carries legal consequences for directors under Section 164(2) and leaves compliance records unresolved.

NIL Liabilities Required

All Returns Must Be Filed

No NCLT Required

30-Day Public Notice

STK-2 vs NCLT Winding Up

Choose the right closure method

EligibilityNIL assets & liabilitiesCompanies with assets/liabilities

Timeline3-4.5 months12-24 months

Cost₹20,000 professional feeOn enquiry

TribunalNot requiredNCLT proceedings required

CreditorsMust be NILSettlement via liquidator

Note: Companies with pending liabilities, creditors, or assets must use voluntary liquidation under Section 59 instead of STK-2. That route is quoted on enquiry rather than from our rate card — the insolvency professional's remuneration and counsel's fees depend on creditor count and asset complexity, and we scope it after a free review.

Applicability

Who Should Close Their Company?

If your company falls into any of these categories, voluntary strike-off via STK-2 is the right move.

Inactive Companies with No Business

Companies that were incorporated but never commenced business or stopped operations can use STK-2 to avoid accumulating compliance defaults and director liabilities.

Companies with NIL Assets and Liabilities

STK-2 Fast Track Exit is specifically available to companies with nil assets and nil liabilities — the most common profile of shell or dormant entities seeking closure.

Entrepreneurs Pivoting to New Ventures

Founders who registered a company for an idea that did not materialise can cleanly close the entity before launching their actual business to avoid compliance overlap.

Companies after Failed Fundraising

Startups that registered a holding company or SPV for a deal that did not close can eliminate the entity rather than carrying indefinite compliance obligations.

Subsidiaries No Longer Required

Group companies closing a subsidiary after restructuring or post-merger integration can use STK-2 for efficient exit from the subsidiary entity.

Directors Facing DIN Deactivation Risk

Directors whose DIN is at risk due to pending annual filings of an inactive company should prioritise closure to protect their ability to serve on other company boards.

Key Benefits

Benefits of Closing Your Company Properly

Formal closure eliminates ongoing costs, protects directors, and gives you legal certainty.

Eliminate Ongoing Compliance Costs

Closing a dormant company removes annual ROC filing (AOC-4, MGT-7), GST returns, income tax, PF/ESIC, and director KYC obligations. Our Compliance Cost Calculator works out what those filings cost your company each year.

Protect Directors from Disqualification

Section 164(2) disqualifies directors of companies that fail to file annual returns for 3 consecutive years. Strike-off ends this risk and cleans the director's record.

Remove Personal Liability Exposure

An inactive company can still attract notices and show-cause orders. Formal strike-off under STK-2 provides legal closure and removes the company from regulatory radar.

Free Up Director Capacity

Directors are limited in how many companies they can serve. Closing unused companies frees up directorship slots for new ventures and prevents DIN clutter.

Fast Track - No Court Involvement

The STK-2 Fast Track Exit route avoids lengthy NCLT proceedings. Eligible companies can be struck off within 3-4.5 months entirely through the MCA portal.

Clean Closure - Documented and Legal

Unlike simply abandoning a company, formal strike-off via STK-2 creates a legal record of closure, satisfying banks, partners, and investors if enquiries arise.

Enables Foreign Director Exits

Foreign nationals holding directorships in Indian companies can formally exit the Indian regulatory system by closing unused entities through the STK-2 route.

Creditor Protection via NCLT Route

Where creditors exist, voluntary liquidation under Section 59 provides a structured mechanism to settle debts and formally distribute remaining assets before dissolution. Priced on enquiry — scoped after a free review — the insolvency professional's remuneration and counsel's fees depend on creditor count and asset complexity.

Our Process

STK-2 Filing Process - Step by Step

From eligibility check to final dissolution order — we manage the entire closure process.

Eligibility Check

Confirm the company has not commenced business or stopped operations, has NIL outstanding liabilities, has filed all GST returns, income tax returns, and cleared all bank accounts.

Board Resolution

Pass a board resolution authorising the filing of Form STK-2 for voluntary strike-off and appointing a director or representative to sign the application.

Indemnity Bond and Affidavit

Each director must execute an indemnity bond (STK-3) and a sworn affidavit (STK-4) declaring that the company has no liabilities and all statutory obligations have been met.

Statement of Accounts

Prepare a statement of accounts made up to a date not more than 30 days before filing. This must be certified by a practising Chartered Accountant to confirm nil assets and liabilities.

File Form STK-2 on MCA Portal

Upload Form STK-2 on the MCA portal with all attachments: board resolution, indemnity bonds, director affidavits, CA-certified statement of accounts, and no-objection certificates.

Public Notice by RoC

After receiving the STK-2 application, the Registrar of Companies publishes a public notice in the Official Gazette giving 30 days for any objection from creditors or the public.

Objection Period

During the 30-day public notice period, any creditor, regulatory authority, or interested party can file a formal objection. If no objection is received, the process moves to final dissolution.

Strike-Off Order and Dissolution

If no valid objection is received, the RoC issues the final order striking off the company name from the register. The company is legally dissolved and ceases to exist.

Documentation

Documents Required for STK-2

All documents must be complete and accurate before filing. Our team prepares every document end-to-end.

Form STK-2 (signed with DSC)

Indemnity Bond Form STK-3 (all directors)

Affidavit Form STK-4 (all directors)

CA-Certified Statement of Accounts (within 30 days)

Board Resolution authorising STK-2 filing

Certificate of Incorporation (CoI)

PAN Card of the Company

GST Cancellation Order (if registered)

Bank Account Closure Confirmation Letter

Income Tax Return acknowledgements (all years)

STK-2 Disqualifiers

Your company cannot use STK-2 if any of the following apply:

Company is incorporated under Section 8 of the Companies Act, 2013

Company has any outstanding bank loans or trade liabilities

GST registration is active and returns are pending

Income tax returns not filed for all years

Company is a party to any pending litigation

Company has any pending regulatory inquiry or investigation

Company has issued debentures or has secured creditors

Company has active bank accounts with any balance

A Section 8 company cannot be struck off at all: the affidavit in Form STK-4 requires every director to declare the company is not incorporated under Section 8. It must first convert with the Regional Director's approval, or be wound up by voluntary liquidation. For the other disqualifiers, the route is voluntary liquidation under Section 59 — quoted on enquiry, scoped after a free review. We can guide you through either route.

Timeline & Pricing

Timeline & Investment

Transparent pricing with no hidden charges. Fixed-fee engagement.

Timeline

Document Preparation5-7 days

Pre-Filing Compliance15-30 days

STK-2 Filing1-2 days

RoC Public Notice30 days

Final Strike-Off Order30-60 days

Total (Approx.)81-129 days · 3-4.5 months

Add up to a further six weeks if a C-PACE query needs answering or a resubmission is required — the range above assumes the application clears without one.

₹20,000 — strike-off, end to end

Professional fee for Form STK-2 from filing through to the dissolution notice in STK-7. CCFS-2026 closed on 31 August 2026. The MCA fee on Form STK-2 has reverted to its normal ₹10,000. Add ₹3,000 for notarisation across 2 directors and 18% GST on our side of the invoice, and a clean strike-off comes to about ₹37,140 all-in.

The CCFS-2026 concession has closed. Applications filed on or before 31 August 2026 paid ₹2,500; the MCA fee is now back to its normal ₹10,000.

Form STK-2 filed, through to the dissolution notice in STK-7

Statement of accounts in Form STK-8, certified by a Chartered Accountant

Board meeting, EGM and special resolution support, including Form MGT-14

Indemnity bond (STK-3) and affidavit (STK-4) drafted for every director

The first written response to a C-PACE query

Charged separately: the ₹7,500 exit diagnostic and route opinion, credited back in full when the closure proceeds; the ₹10,000 MCA fee, at cost; and any GST cancellation, overdue annual filings or second C-PACE resubmission your company actually needs.

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FAQ

Frequently Asked Questions

Everything you need to know about closing a company in India via STK-2.

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