Company Closure

CLOSURE

An eligible company may also apply to the Registrar for removal of its name from the Register of company

Section 248(2) provides that without prejudice to the provisions of section 248(1), a company may, after extinguishing all its liabilities, by a special resolution or consent of 75% members in terms of paid-up share capital, file an application in the Form STK-2 to the Registrar for removing the name of the company from the Register of Companies on all or any of the grounds specified section 248(1) and the Registrar shall, on receipt of application in the Form STK-2, cause a public notice to be issued in the form as may be prescribed.

Precaution before making applications to the Registrar

Before making application to the Registrar in the Form STK-2, the company needs to check that:—

(1) It has filed up to date all the financial statements and annual returns with the Registrar of Companies and no return is pending;
(2) Company is not in operation or doing any business;
(3) No dues outstanding towards income tax or sales tax or central excise or banks and financial institution or public deposits or any other Central Government or State Government Departments or authorities or any local authorities;
(4) No inspection or investigation is ordered and pending under the Companies Act, against the Company;
(5) No prosecution for non-compoundable offence under the Companies Act is pending against the Company or its directors pertaining to the applicant company;
(6) The company is not a listed company;
(7) The company is not a company registered under section 8 of the Companies Act, 2013 or section 25 of the Companies Act, 1956;
(8) No objection Certificate has been obtained from sectoral Regulator as provided in section 248(2);
(9) In the case of vanishing companies, no objection from the Securities Exchange Board India, Ministry of Corporate Affairs has been obtained;
(10) In case of the NBFC no objection certificate has been obtained from the Reserve Bank of India;
(11) If the Company has accepted Public Deposits which are neither outstanding nor the company is in default in repayment of the same;
(12) Company not having secured loan and no charge in existence in the index of charge on the portal of the MCA;
(13) The Company has passed the Special Resolution or consent of not less that 75% number in terms of paid up share capital is obtained.