What is Winding Up / Strike-Off?
Winding up is the process of formally closing a company or LLP and removing it from the MCA register. There are two types: voluntary (strike-off) and compulsory (court-ordered). We handle voluntary strike-off — the most common route for businesses that have ceased operations or never commenced business.
A struck-off company is no longer legally in existence and its directors are relieved of future compliance obligations. However, all pending filings and dues must be cleared before applying.
Company Strike-Off via STK-2
Eligibility for STK-2
- The company has not commenced business since incorporation, OR
- The company has not been carrying on any business for the last 2 years
- No pending litigation against the company
- All dues to government authorities (tax, ROC fees) are cleared
- No pending criminal proceedings against directors
- Bank accounts must be closed before filing
Company Strike-Off Process
1
Clear All Pending Filings
All overdue annual returns (MGT-7/MGT-7A) and financial statements (AOC-4) must be filed with the MCA before applying for strike-off. We identify and file all pending returns.
2
Board Resolution
A board meeting is held and a resolution is passed to apply for voluntary strike-off under Section 248 of the Companies Act, 2013.
3
Shareholder Special Resolution
Shareholders pass a special resolution (75% majority) approving the strike-off application. This is filed with the MCA via MGT-14.
4
File STK-2 with MCA
Form STK-2 is filed on the MCA portal along with the indemnity bond, affidavit, statement of accounts, and NOC from tax authorities. The filing fee is paid.
5
Public Notice & ROC Strike-Off
The MCA publishes a public notice in the Official Gazette. After 30 days (if no objections), the ROC strikes off the company's name from the register. A dissolution notice is published.
LLP Winding Up via Form 24
Eligibility for Form 24
- The LLP has never commenced business, OR has ceased business for at least 1 year
- No pending liabilities or dues
- All partners consent to the winding up
- No pending litigation or criminal proceedings
- All annual returns and statements of accounts filed up to date
LLP Winding Up Process
- All partners pass a resolution to wind up the LLP
- All pending LLP annual returns (Form 11) and statements of accounts (Form 8) are filed
- Form 24 is filed on the MCA portal with consent of all partners, indemnity bond, and affidavit
- ROC reviews the application and strikes off the LLP from the register
Important Pre-Closure Checklist
- All pending annual filings must be cleared before applying for strike-off
- Bank accounts must be closed and a bank closure certificate obtained
- GST registration must be cancelled (GSTR-10 final return filed)
- PAN and TAN surrender to Income Tax Department
- Any outstanding income tax returns must be filed
- No active employees — PF/ESI registrations must be closed
Documents Required
Board / partner resolution for winding up
Special resolution (for companies)
Indemnity bond (notarised)
Affidavit by directors / partners
Statement of accounts (certified by CA)
NOC from Income Tax / GST authorities
Bank account closure certificate
All pending annual returns (filed)