Closing a company that never did business: strike off with Form STK-2 (section 248)

Last updated 23 Oct 2026 · India

Short answer. Under section 248(2) of the Companies Act 2013, a company may apply to the Registrar in Form STK-2 to remove its name if it has not carried on any business or operation for the two immediately preceding financial years and has not applied for dormant status, or if it has not commenced business within one year of incorporation. It must first extinguish all liabilities, pass a special resolution (or get consent of 75% of members by paid-up capital), and file the pending financial statements and annual returns up to the end of the financial year in which it stopped business. The application carries an indemnity (STK-3), an affidavit from every director (STK-4) and a statement of accounts certified by a CA not older than 30 days.

Who cannot use STK-2 (section 248(2) read with 249)

A company that changed its name or shifted its registered office to another state in the last 3 months
One that disposed of property or rights held for value in the last 3 months (beyond what was needed to close)
One with a pending application to the Tribunal or a compromise or arrangement
One being wound up

Common mistakes

Skipping the pending AOC-4 and MGT-7. The returns up to the year the company stopped business must be filed first.
Bank account still open or a small balance left. Close it and use the closing statement.
GST registration still active. Cancel it first (REG-16) so a tax liability does not appear later.
Statement of accounts older than 30 days on the date of filing.
A director's DIN deactivated for missing DIR-3 KYC, so the DSC cannot sign.

Checklist

All liabilities extinguished, bank account closed
Pending AOC-4 / MGT-7 filed
Special resolution or 75% members' consent
STK-3 indemnity, STK-4 affidavits, CA-certified statement of accounts (≤30 days)
GST and other registrations cancelled

Frequently asked questions

When can a private company apply for strike off?

When it has not carried on business for the two immediately preceding financial years and has not applied for dormant status, or has not commenced business within a year of incorporation, after clearing all liabilities (section 248(2)).

Do I need to file pending returns before STK-2?

Yes. Financial statements and annual returns up to the end of the financial year in which the company stopped business must be filed first.

Can a struck-off company be restored?

Yes. A member, creditor or workman can apply to the NCLT under section 252 within the period allowed by that section.

Official sources

Not tax or legal advice. This is a free explainer of public rules; deadlines and rules can change by notification, so confirm on the official portal or with your CA before you file. Last checked 23 Oct 2026.

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