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Winding up of a Company
There are various scenarios in which a company can be closed. However, in case the company is inactive, defunct, or when there is no purpose left for the company to remain in existence, it is easier to close them. As the company is a creation of law, it can be closed by procedures established by statute only. To close a company registered under the Companies Act, 2013 or any previous Companies Act, the application for closure has to be filed as per the procedure established under the law. As of now, there are two methods only.
For an active company, or where there are assets or liabilities, file an application under Insolvency and Bankruptcy Code 2016 (IBC) before the National Company Law Tribunal (NCLT). Our team at FirstFiling is experienced to handle winding up petitions at all benches of NCLT
In case your company is inactive for the past two years or the company did not start its operations within one year of its incorporation and there is no liability as such, then the company can be closed by filing Form STK-2 with the government fee of Rs. 10,000/-
What kind of Company can Be Closed with STK-2 Form
Procedure for Winding up of a Company
Frequently Asked Questions
Only following categories of companies can be closed by filing Form STK-2
- The companies having No Liabilities in their Balance Sheet
- There should not be any Litigation Pending
- There is no dispute among the shareholders/directors of the company
- The company could not start their business within one year since its incorporation or in case it started its business has been inoperative since past two previous financial year.
- The promoters did not pay the capital of the company.
Our advice is to file all pending annual return and balance sheet as non-filing the same is a penal offense with severe consequences. Though at the time of filing an STK-2 Form for winding up there is no requirement to attach or furnish information on past annual compliance, However, if the company gets wound up, you would lose any opportunity to file the pending forms. So far ITR is concerned, like any other tax assessee, you must pay taxes due and file ITR before proceeding for closure. However, in case the business could not commence, or no bank account was ever opened, these may be avoided at your own cost and consequence.
Following is the List of documents required to file Form STK-2 in order to wind up a company as defunct company (application to ROC for striking off the name of the company)
- Financial Statement as on a date within 30 days of filing the Form STK-2, duly attested by a Chartered Accountant in practice.
- Affidavit from all the directors about correctness and truthfulness of the information, statements made in the application for closure of the company.
- An Indemnity bond from all the existing directors that they shall be personally liable for future liabilities.
- Bank A/c Closure Certificate attested by Banker
- Minutes of Meeting of the Shareholders meeting where the decision to wind up the company was taken.
- Digital Signature of Director
The stamp duty execution on documents like affidavit and indemnity bond is levied by the state government, which differs from state to state. You may find the stamp duty rates by referring to particular state government stamp act, or by inquiring from the stamp vendors. For any assistance, you may also call our customer care number at +091 8949458388 or drop a mail at firstname.lastname@example.org. We shall be happy to help!
The Form STK-2 (Application for Winding up of the company) is filed online with the digital signature of the applicant. For the purpose of signature, DSC of either shareholder or director can be used as per the approval of the shareholders as taken in the EGM. The eform STK-2 is further required to be attested by a CA, CS or CMA.
The disqualification of a director makes him ineligible for holding the office of a director even for a second. Every company must function with at least two directors at all the time. In case the disqualification of any director brings down the statutory limit of two directors then the ideal way is to call for an EGM and appoint a new director in the place of the disqualified director. The Companies Act provides six months of time to the company to fill the vacancy caused in the directorship. Once the directorship is regularised the company can close itself in the usual manner.
Yes. As the application to RoC for winding up of the company is filed in electronic format, it has to be signed with the digital signature of any one director or the shareholder. Hence a valid digital signature of Class – 2 is required.
After filing the STK-2, the registrar may take two weeks time in accepting the application, once approved, intimation is sent to the commissioner of income tax, for their objection if any. The ROC Further publishes the names of companies who have applied for closure on their website for the public at large inviting their opposition to the closing of the company. If the ROC receives no objection, the company gets wound up. The entire process of company winding up may take around 3-5 months of time.
A company can be closed with the majority decision of 75% shareholding in the company. If the dissenting person has a stake of more than 25%, then the company cannot be closed by filing the STK-2 method, which is also referred to as the voluntary method of company winding up. To close a company with dissenting members, an application may be moved before the NCLT under IBC 2016.
An active company can be closed by moving a closure application under the Insolvency and Bankruptcy Code 2016 before the National Company Law Tribunal (NCLT).