Company Winding Up / Strike Off

Shut down your company or LLP cleanly via fast-track STK-2 or NCLT process

Validity: Not applicable — this is a one-time dissolution processHandled by verified compliance experts. 100% online process.

What is Company Winding Up / Strike Off?

Close an inactive or dormant company or LLP through the fast-track strike-off route (Form STK-2 under Section 248 of the Companies Act) or NCLT winding-up for active companies with liabilities.

The fast-track strike-off route (Form STK-2 under Section 248 of the Companies Act) is available for companies with no assets, no liabilities, no bank transactions for 2 years, no pending regulatory proceedings, and no pending income tax dues.

Who Needs Company Winding Up / Strike Off?

Founders who have shut down their startup and want to avoid ongoing compliance costs and penalties. Also for companies that have been inactive for years and are accumulating ROC filing penalties.

What's Included

Eligibility assessment (STK-2 vs NCLT route)
Bank account closure coordination
Board resolution and indemnity bond drafting
Final income tax return filing
STK-2 filing with ROC (fast-track route)
Official Gazette publication monitoring

⚠️ Penalty for Non-Compliance

An inactive company that is not struck off continues to attract annual ROC filing penalties (₹100/day per form for missed filings), director disqualification for non-filing, and potential notices from the IT department.

Notion AI Notetaker — AI that listens, notes that work, so you can focus on building

How It Works

1
Eligibility Check
We assess whether your company qualifies for the fast-track STK-2 route (nil assets/liabilities, 2 years inactive) or requires NCLT winding up.
2
Bank Account Closure
All bank accounts must be closed before filing STK-2. We obtain bank account closure certificates.
3
Board Resolution and Indemnity
We draft the board resolution for winding up, indemnity bond, and affidavit of no pending liabilities by all directors.
4
Income Tax Clearance
We file the final income tax return and obtain an NOC / clearance from the IT department if required.
5
STK-2 / NCLT Filing
STK-2 is filed with the ROC (for fast-track) or petition is filed with NCLT (for active companies). ROC publishes a notice in the Official Gazette before striking off.

Live workshop — Can Your Startup Win Grant? 12 August, 10:30 AM. Register for ₹99

Documents Required

Items marked Required are mandatory; others are situational.

Pre-Winding Checks

All bank accounts closed or zero-balanceRequired
Active accounts with balance cannot proceed to strike-off
All pending annual filings cleared on MCARequired
AOC-4 and MGT-7 for all years must be filed
GST registration cancelledRequired
GSTIN must be surrendered before filing STK-2
No pending litigation or legal proceedingsRequired
Company must certify this in the STK-2 affidavit

Corporate Documents

Certificate of IncorporationRequired
Original CoI copy
Board resolution for winding upRequired
We draft and prepare this
Indemnity bond & affidavit from directorsRequired
Sworn before a notary; we prepare the templates
Last filed audited financial statementsRequired
To be attached with the STK-2 application

Notion — workspace, docs and AI for startups

Fees & Pricing

Government Fees

STK-2 filing fee

Flat fee of Rs 10,000 for strike-off application

10,000

Outstanding annual filing penalties (if any)

Penalty of Rs 100/day per form for delayed filings must be cleared first

Varies

Professional Fees

Strike-off / winding-up package

Includes board resolution, CARO compliance check, STK-2 filing, gazette co-ordination

Varies

Total (approx.)10,000

* Government fees may vary. GST applicable on professional fees. Final pricing confirmed after review.

Frequently Asked Questions

What is the difference between Strike Off and Winding Up?

Strike Off (STK-2) is an administrative process for dormant companies with no assets/liabilities — faster and cheaper. Winding Up under NCLT is a legal process for companies with assets, debts, or disputes — complex and takes 1–3 years.

Can a company be restored after strike off?

Yes. A company struck off under Section 248 can be restored to the register by filing an application with the NCLT within 20 years for a member or creditor.

What happens to director liability after the company is struck off?

Personal liability for acts committed before the winding up remains. Directors cannot escape personal guarantees on loans or pending litigation through strike off.

How long does fast-track strike off take?

STK-2 review by the ROC typically takes 30–60 working days. The ROC publishes a notice in the Official Gazette and gives 30 days for objections before striking off.