Removal of Name of Company from the Register of Companies
On incorporation of a company under the Companies Act, the Registrar of Companies (ROC) issues a Certificate of Incorporation to the Company certifying that the company named in the Certificate has come into existence from the date of issue of the Certificate and its name has been entered in the Register of Companies maintained by the ROC.
Once registered, the name of the company cannot be removed from the Register unless it is dissolved by the process of law, either as a result of its winding up or upon its amalgamation with another company. However, in case the company is a defunct company, the Companies Act provides a short-cut to the winding up process, namely striking the name of the Company from the Register of Companies by the ROC under Section 248 of Companies Act, 2013. Thus it is an alternative mode of dissolution to the winding up of a company provided the company does not have adequate realizable assets or has such assets as would not be sufficient to meet the costs of liquidation.
A company may, after extinguishing all its liabilities, by a special resolution or consent of seventy-five per cent members in terms of paid-up share capital, file an application in STK-2 to the Registrar for removing the name of the company from the register of companies. This is an easy mode for companies to exit from the corporate world if they are not carrying on any activities and it will help to avoid huge fine/penalty.
Pre Requisites for applying strike off of the Company:
- The Company should not maintain any bank account.
- The Company should not have any assets and liabilities.
- The Company should not have any dues towards Income Tax/Sales Tax/Central Excise/Banks and Financial Institutions; and other Central or State Government Departments/Authorities or any Local Authorities.
The application in Form STK 2 shall be accompanied by –
- A statement of accounts showing the assets and liabilities of the Company made up to a day, not more than thirty days before the date of application and certified by a Chartered Accountant;
- Copy of Board resolution authorizing the filing of this application;
- Copy of special resolution passed or copies of consent obtained under sub-section (2) of section 248, as applicable;
- Indemnity bonds [to be given individually or collectively by the director(s)] in Form No. STK-3;
- Affidavit in Form No. STK-4;
- Copy of order of the concerned regulatory authority, if any, approving the filing of this application;
When the form is approved/rejected by the authority concerned, an acknowledgement of approval/rejection letter along with related documents (if any) is sent to the user in the form of an email to the email id of the company and upon approval of this Form, status of the company shall be changed to ‘Struck off’ from the register of companies.