There is a company you incorporated for something that did not work out. It has not traded in years. You stopped filing for it at some point and largely stopped thinking about it.
It is still costing you money, every day.
AOC-4 and MGT-7 keep falling due at ₹100 a day — and AOC-4 has no upper cap. DIN KYC comes round every September. The default sits on the public record against your name.
Strike-off ends all of it for ₹10,000.
# Who can apply
Under Section 248(2), one of these two conditions must be met:
| Route | Condition |
|---|---|
| Never started | Has not commenced business within one year of incorporation |
| Stopped | Has not carried on any business or operation for the preceding two financial years |
A company that was trading until last month cannot apply today. The two-year clock has to have run.
# Who cannot
- Listed companies
- Section 8 companies (not-for-profit)
- Companies under investigation or facing pending prosecution
- Companies holding public deposits
- Companies that changed name or shifted registered office in the preceding three months
- Companies that have applied to the NCLT for a compromise or arrangement
- Vanishing companies
# What has to be done before filing
This is where most of the actual work sits:
- All liabilities discharged — creditors paid, loans settled
- Bank accounts closed — and closure evidence retained
- Assets disposed of
- Financial statements and annual returns filed up to the year business ceased
# The documents
| Document | What it is |
|---|---|
| Board resolution | Approving the strike-off proposal |
| Special resolution or consent of 75% of paid-up capital | Shareholder approval |
| Form STK-8 | Statement of accounts, certified by a chartered accountant |
| Form STK-4 | Affidavit from every director |
| Form STK-3 | Indemnity bond from every director |
| Litigation statement | Regarding pending proceedings |
| Regulatory NOCs | Where applicable |
# The 30-day rule that stalls applications
That is a short window, and it is the single most common reason applications go stale.
The usual sequence: the CA prepares the accounts, then the affidavits and indemnity bonds go out to directors for signature, one director is travelling, a shareholder consent takes a fortnight to obtain — and by the time everything is assembled, the statement of accounts is 45 days old and has to be redone.
# Directors are not released
This is why "discharge all liabilities before applying" is a real requirement rather than a formality. Striking off a company with unpaid creditors does not make the exposure go away — it removes the entity that was carrying it, while the indemnity bonds you signed remain.
# The economics
| Cost | |
|---|---|
| Strike-off | ₹10,000 government fee, plus professional fees |
| Leaving it open | ₹100/day on AOC-4 (no cap) + ₹100/day on MGT-7 + DIN KYC every year + a continuing default on record |
# Steps
- Confirm eligibility — one year without commencing, or two years without operating
- Check the exclusions — particularly the three-month name and office restriction
- Discharge liabilities, close bank accounts, dispose of assets
- Bring filings up to date to the year business ceased — not to today
- Obtain board resolution and 75% shareholder consent
- Collect STK-4 affidavits and STK-3 indemnity bonds from every director
- Prepare and certify STK-8 last — then file within 30 days
- File Form STK-2 with the ₹10,000 fee
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Frequently asked questions
When can a company apply for voluntary strike-off?
Under Section 248(2), where the company has not commenced business within one year of incorporation, or has not been carrying on any business or operation for the preceding two financial years. One of those two conditions has to be met. A company that traded until last month cannot simply apply today.
What does it cost?
The government fee for Form STK-2 is Rs 10,000, payable at submission. Professional fees for preparing the affidavits, indemnity bonds and certified statement of accounts come on top. Against that, an unused company left open keeps accruing Rs 100 a day on each unfiled AOC-4 and MGT-7, with no cap on AOC-4.
Which companies cannot use this route?
Listed companies, Section 8 companies, companies under investigation or facing pending prosecution, companies holding public deposits, companies that changed name or shifted registered office in the preceding three months, companies that have applied to the NCLT for a compromise or arrangement, and vanishing companies.
What has to be done before filing?
All liabilities discharged, bank accounts closed, assets disposed of, and financial statements and annual returns filed up to the year in which business ceased. Strike-off is not a way to escape pending filings — the pending filings have to be completed first, up to the point the company stopped operating.
Which documents are required?
A board resolution approving the strike-off, a special resolution or the consent of members holding at least 75% of paid-up share capital, a statement of accounts in Form STK-8 certified by a chartered accountant, affidavits from every director in Form STK-4, indemnity bonds from every director in Form STK-3, a statement regarding pending litigation, and regulatory no-objection certificates where applicable.
How recent does the statement of accounts have to be?
The Form STK-8 statement of accounts must not be older than 30 days from the date of filing. This is a short window and it is the reason applications get held up — the accounts are prepared, other approvals take time to assemble, and by the time everything is ready the statement has gone stale and has to be redone.
What approval is needed from shareholders?
A special resolution, or the consent of members holding at least 75% of the paid-up share capital. In a small company with two or three shareholders this is straightforward. Where there are dormant or uncontactable shareholders from an early funding round, it can become the hardest part of the process.
Are directors free of liability once the company is struck off?
No. Directors remain liable for obligations incurred before dissolution. Strike-off closes the company's existence on the register; it does not extinguish liabilities that had already arisen. This is why discharging liabilities before applying matters, rather than treating strike-off as a way of walking away from them.