Strike off or liquidate: which one your company qualifies for
Strike off if the company is empty, liquidate if it is not.
Strike off is one application under Section 248 of the Companies Act 2013, with no tribunal and no liquidator. Voluntary winding up under the Companies Act itself was removed in 2016; a solvent company that needs a formal liquidation now uses Section 59 of the IBC instead.
| Your company | Route | Who runs it |
|---|---|---|
| No assets, no liabilities, no business for two full financial years | Strike off under Section 248, Form STK-2 | You and your CA, filed with C-PACE |
| Solvent but still holds cash or assets, or has creditors | Voluntary liquidation under Section 59 of the IBC | A licensed insolvency professional |
| Cannot pay its debts | Insolvency proceedings under the IBC | NCLT and an insolvency professional |
Most dormant NRI-owned companies are the first row. The rest of this page is written for that case; if yours is one of the other two, or an LLP rather than a company, see "If your situation isn't the simple dormant case" further down.
Getting to Form STK-2: clear the backlog, then file with C-PACE
Section 248(2) allows the application only once the company has extinguished all its liabilities, empty before it applies, not emptied afterwards. Three things need to be true: it genuinely qualifies (no business for the two preceding financial years, or never commenced business within a year of incorporation); the owners agreed, by special resolution or 75 percent consent; and the liabilities, including any director's loan on the books, are gone.
Four things commonly block the filing, worth clearing in this order: the filing backlog (overdue AOC-4/MGT-7 up to the year trading stopped, late fee included); an open bank account (close it, STK-8 needs a genuine nil); an unsatisfied charge on the register (see the edge-case note below if yours is more than 300 days old); and any undischarged liability or pending litigation, including an open tax or GST matter (see the next section).
Once clear, Form STK-2 goes to C-PACE, the single central Registrar for every strike-off since 2023, with an indemnity bond (Form STK-3), a CA-certified statement of assets and liabilities dated within 30 days (Form STK-8), an affidavit (Form STK-4), and the resolution or consent. After filing, three things can still derail it: a name change, office shift or asset disposal for gain in the last three months (Section 249, a fine up to Rs 1 lakh); missing C-PACE's 15-plus-15-day defect window, meaning a refile with a fresh fee; or the Registrar starting its own strike-off action first, which shuts the door on applying at all.
Until 15 September 2026 this is cheaper than usual. The MCA's Companies Compliance Facilitation Scheme 2026 charges 25 percent of the STK-2 fee (Rs 2,500, not Rs 10,000) and cuts the additional fee on overdue filings to 10 percent (General Circular 04/2026, 31 August 2026), the part that usually matters more than the STK-2 fee itself on a company with a real backlog.
Cancel GST alongside STK-2, this is exactly why closing now beats waiting
A live GST registration routinely gets an STK-2 application rejected once C-PACE cross-checks with the GST department, even though the Companies Act itself doesn't list it as a precondition. Cancel it on Form GST REG-16 and file the final GSTR-10 return alongside STK-2, not after. A genuine pending refund isn't automatically lost by cancelling, but an officer can hold it against any open notice, so resolve or file a real claim before you close.
Here's the part that makes closing now the better move rather than leaving the company sitting idle: Section 89 of the CGST Act keeps every director of a private company personally, jointly and severally liable for its unrecovered GST dues, dissolved or not, unless the director proves the shortfall wasn't their own neglect. Section 248(7) does the same on the Companies Act side. Neither of these goes away by ignoring the company. They both stay open, and the ROC late fee keeps running, for as long as the company sits there unclosed. Filing GST REG-16 and STK-2 together is what actually closes the exposure, not just the paperwork.
Signing STK-3 and STK-4 without flying to India
You sign the indemnity bond and affidavit where you live, then get them legalised before they travel: notarised, then apostilled if your country is in the Hague Apostille Convention (the US, UK, most of Europe, Australia, Singapore), or attested by the Indian embassy or consulate if it isn't (the position for the UAE). Rule 8 technically allows either notarisation or apostille/consularisation alone, but doing both is the safe version. Allow courier time at each leg.
Two things need to be live on filing day, and for an overseas director they often aren't: an active DIN (deactivated by a missed DIR-3 KYC, and you can't validly sign) and a valid class 3 DSC in your name (STK-2 is signed digitally; an expired one is a hard stop). Getting a DSC issued to an address abroad needs the same attested identity documents, so sort DIR-3 KYC and the DSC first. Our page on ROC annual compliance covers keeping the DIN current.
What sitting on it costs: Section 164(2) director disqualification
If your company hasn't filed financial statements or annual returns for three continuous financial years, Section 164(2) disqualifies every person who was its director for five years, and that disqualification isn't confined to this company: it bars you from being appointed director of any OTHER company in India too, which is how a forgotten shell turns into a blocked board seat somewhere you actually care about. (Section 167(1)(a) vacates the office everywhere except the defaulting company itself, so you keep the one seat needed to fix it.)
If you're inside the three-year mark, clearing the backlog and filing STK-2 now is what avoids this outright. If the three years have already passed, the disqualification has already attached and closing the company doesn't reverse it, but filing the backlog and closing it now stops the Rs 100-per-form-per-day late fee from continuing to run on a company that earns nothing, and gets the position resolved instead of getting worse.
A worked example: Arjun's dormant Bengaluru company, from Singapore
Arjun incorporated a private limited company in Bengaluru in 2019, stopped trading in March 2022 when he moved to Singapore, and has filed nothing since.
The company ceased business in FY 2021-22, so that year's AOC-4 and MGT-7 must be filed before STK-2 is allowed. Both are now years overdue, so the additional fee has been compounding daily on each form ever since, and he's already past three continuous years of non-filing, so Section 164(2) is already live against him.
Filing inside the Facilitation Scheme window (to 15 September 2026) cuts that additional fee to a tenth of the standard rate and the STK-2 fee itself to a quarter. The CA also finds an old working-capital charge from 2020, repaid but never satisfied on the register, now years past the 300-day window for a simple satisfaction filing, so it needs a Regional Director condonation petition first. The current account still holds a small balance, drawn down and closed so the STK-8 statement is a genuine nil.
Arjun and his co-director swear STK-3 and STK-4 before a Singapore notary and apostille them (Singapore is a Convention country); his DIN, deactivated for a lapsed DIR-3 KYC, is restored first. STK-2 goes to C-PACE, and the company is dissolved once the Registrar publishes the notice.
If your situation isn't the simple dormant case
Four situations need a different route than the one above:
| Your situation | What changes |
|---|---|
| Still holds cash, assets, or has creditors to pay | Strike off needs a genuinely empty company (Section 248(2)). Use voluntary liquidation under Section 59 of the IBC instead: an insolvency professional settles creditors and distributes the balance, taxed as a deemed dividend plus a capital gain, repatriated only via a court or liquidator order under the FEMA Remittance of Assets Regulations. See remitting from an NRO account. |
| An old charge is more than 300 days past due for satisfaction | Needs a Regional Director condonation petition (Section 87, Form CHG-8) instead of a straightforward filing. |
| It's an LLP, not a company | No STK-2. File Form 24 under Rule 37 of the LLP Rules 2009 instead: one year of dormancy, all partners' agreement, overdue Forms 8 and 11 in place of AOC-4/MGT-7. |
| You might use the company again | Apply for dormant status instead (Section 455, Form MSC-1): keeps the name, PAN and incorporation date, stops the two-year strike-off clock, and stays reversible, unlike a strike off. |