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It is mandatory for a company to file the regular returns with Registrar of Companies and other statutory authorities in time.
If the company is inoperative for two years must file an application with Registrar of Companies to obtain the dormant company status if the promoters are planning to keep the company alive for future business in it.
If the promoters are not intending to keep the company alive, they can file an application for closure of the company by removing its name from the register of the companies maintained by MCA.
ELIGIBILITY
The eligibility criteria for filing closure application are;
A company failed to start its business operation within one year of its incorporation or
A company is not carrying on any business or operation for a period of two immediately preceding financial years and not filed an application for obtaining the status of dormant company and;
The company doesn’t have any assets or liability existing as on the date of application
PROCEDURE
An application for removal of the name of the company from the register of the ROC to be filed in form STK 2 along with a fee of Rs.5000/-
If the company is regulated by any other authority, no objection letter from such authority need to be mandatorily submitted along with application.
The documents to be submitted alongwith closure application are;
Duly notarised Indemnity bond from all directors
A statement of account certified by a Chartered Accountant stating the assets and liabilities of the company not older than 30 days prior to the date of filing the application
An affidavit from all directors of the company
Special Resolution duly attested by all directors of the company or Consent Letter from the members of the company as on the date of application.
A statement in relation with pending litigations if any.
HOW TO FILE THE APPLICATION
Duly completed application need to be field in Form STK-2 digitally or physically signed by the director of the company authorised for this purpose.
The application need to be certified by a Company Secretary or Chartered Accountant or Cost Accountant in whole time practice.
What action will be taken by the Registrar after filing the application
The registrar shall verify the application and if it is in order
Publish a notice in official gazette
Public notice to be published at least once in English and Vernacular language newspaper
Send notice of intimation to other regulatory authorities such as Income Tax, Sales Tax, Service Tax etc. having jurisdiction over the company and if no objection is not received from the concerned authorities within 30 days from the date of notice it shall be presumed that they have no objection for the proposed action of strike off the name.
Final Striking off the name of the company
Once all the procedures completed, the registrar shall publish a notice in prescribed format in the Official Gazette and dissolve the company.
The following types of companies are not allowed to file the closure application under this provision;
Listed Companies
Companies that has been delisted due to non-compliance of listing regulation or listing agreement or any other statutory laws
Vanishing companies (The company which is listed and which is in default in filing return with Registrar of companies or SEBI for two years or it is not maintaining the registered office or none of its directors are traceable)
Companies where inspection or investigation is ordered and being carried out or such other order are yet to be taken up or completed but prosecutions arising out of such inspection or investigation is pending in the court
The companies to which the notice for inspection of books has been issued by the registrar or inspector and the reply, report, prosecution etc. is pending
Companies against which any prosecution for an offence has been pending in any court
Any compounding application is pending before any competent authority
Companies which has accepted public deposit and which is either outstanding or company is in default of repayment of the same.
Company having charges which is not satisfied
Non-profit company registered under this act or earlier act.
Other Restrictions
The company has made any of the following actions at any time in the previous three months,
Changed its name
Shifted its registered office from one state to another
has made a disposal for value of property or rights held by it, immediately before cessation of trade or otherwise carrying on of business, for the purpose of disposal for gain in the normal course of trading or otherwise carrying on of business;
has engaged in any other activity except the one which is necessary or expedient for the purpose of making an application for strike off, or deciding whether to do so or concluding the affairs of the company, or complying with any statutory requirement;
has made an application to the Tribunal for the sanctioning of a compromise or arrangement and the matter has not been finally concluded; or
is being wound up under Chapter XX of this Act or under the "Insolvency and Bankruptcy Code, 2016."
