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Company strike-off: closing a company, and reviving one struck off by the ROC

In short: a company that is not doing business can be closed by voluntary strike-off (Form STK-2) once its liabilities are cleared. The ROC can also strike off a company itself, usually for missed filings. A struck-off company can be restored by the NCLT under Section 252 of the Companies Act if there was a good reason to keep it alive.

Closing a company voluntarily

  1. Stop business, close the bank account, and clear all liabilities.
  2. Pass a special resolution of shareholders (or obtain the consent of 75% in value of shares).
  3. File any pending financial statements and returns up to the end of the period of business.
  4. File STK-2 with an indemnity bond (STK-3) and an affidavit (STK-4) from each director, and a statement of accounts.
  5. The ROC publishes a notice, considers objections, and then strikes off and dissolves the company.

A company that has changed its name or registered office in the last three months, or has pending prosecutions or applications, cannot use this route.

Strike-off by the ROC

Under Section 248, the ROC can strike off a company that has not started business within a year, or has not carried on business for two years, typically spotted through missed annual filings. The ROC sends a notice (STK-1) and publishes a public notice (STK-5) before striking off. Directors of a struck-off company can face disqualification, and its bank accounts are frozen.

Reviving a struck-off company (Section 252)

  • Appeal to NCLT against the ROC's order within three years, if the company was in business or the strike-off was unjustified.
  • Application by the company, a member, a creditor or a workman to the NCLT within 20 years of the publication of the strike-off notice, where it is just to restore the company.
  • The NCLT usually orders restoration on condition that all pending filings are made with fees, and sometimes costs. The company then files the order with the ROC (Form INC-28).

Questions people ask

How do I close a private limited company in India?

Clear all liabilities, pass a special resolution, file pending returns, and file STK-2 with the indemnity bonds and affidavits of the directors. The ROC then strikes off and dissolves the company.

My company has been struck off. Can it be revived?

Yes. Apply to the NCLT under Section 252: within three years as an appeal against the ROC's order, or within 20 years by the company, a member or a creditor where restoration is just.

What happens to a company's bank account after strike-off?

It is frozen. Restoration by the NCLT is usually needed to operate it again or to recover money in it.

Are directors liable after a company is struck off?

Their liability for past acts continues, and directors of companies struck off for non-filing can be disqualified.

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This guide gives general information about the law in India as on 11 November 2026. It is not legal advice for your situation, and reading it does not create a lawyer-client relationship. Rules and limits change; please take advice on your own facts.