Close a Company

(Striking off/Winding off)

Close your Company anywhere in India. Our dedicated team of professionals at Legal Time will help you to Close your Company.

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1. Close Private Limited Company
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What is Striking off?

Once the name of the Company is registered then it 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 Striking off Company. However, in case the Company is a Defunct Company, the Companies Act provides a short-cut to the winding up process, namely striking off company the name of the Company of the Register by the ROC. Thus it is an alternative mode of dissolution to the winding-up of a Company.

Striking off is preferred by a company which has relatively no or less outside liabilities. When a company is inoperative since its inception or in the past two years, it may apply for strike-off, often referred as fast-track exit. The primary condition is that the company has no assets or liabilities and has complied with relevant applicable provisions.

Features:

  • Easy and quick process then liquidation
  • Less expensive
  • No need to comply further compliances
  • Set off all liabilities
  • Can be revive thereafter upto 20 years

Modes of Strike off:

  • Strike off by ROC under Section 248(1) of the Companies Act 2013.
  • Strike off by Company by its own under Section 248(2) of the Companies Act 2013.

Grounds of Strike off:

  • A company has failed to commence its business within 1 year of incorporation;
  • The company is not carrying out any business or Activity for preceding 2 financial years and has not sought the status of Dormant Company under Section 455 of the Act.

PROCEDURE OF STRIKING OFF:

1. Holding of Board Meeting

The Company will hold  Board Meeting for passing a Board Resolution for the purpose of Striking off the name of the Company & authorize any director of the Company to apply to ROC.

2. Extinguishment of all Liabilities:

After passing of Board resolution if there are any liabilities then the Company will extinguish all the liabilities before the next step.

3. Holding of General Meeting:

The Company will hold the general meeting of shareholders by passing a resolution for striking off the name of the Company with the approval of 75% of members as per paid up share capital of the Company and after passing of Special resolution Company will file E-form MGT-14 within 30 days.

4. Approval of Concern Authorities

In case if any other authority regulates the company, then the approval of such authority shall also be required.

5. Application to ROC by Company:

Application in Form STK- 2 to be filed by the Company along with other documents.

6. Public Notice by ROC:

After filing an application for strike off by the Company, the ROC shall publish a public notice in Form STK-6 inviting objections to the proposed Strike off, if any.

7. Intimation to Regulatory Authorities:

ROC shall simultaneously intimate the concerned regulatory authorities regulating the company, about the proposed action of removal or striking off the names of such companies and seek objections if any.

8. Publication of Notice of Resolution:

ROC shall strike off the name and dissolve the Company and a Notice of striking off and its dissolution to be published in the Official Gazette in Form STK 7.

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At Legal Time, we work only with experienced Chartered Accountants & Company Secretaries to handle your company registration.

Get a free consultation for Company Closure by scheduling an appointment with Legal Time.

What is Winding off?

The winding up or liquidation of a company is the process by which a company’s assets are collected and sold in order to pay its debts. Any monies remaining after all debts, expenses and costs have been paid off are distributed amongst the shareholders of the company. When the winding up has been completed, the company is formally dissolved and it ceases to exist.

Broadly speaking, a company can be wound up in one of two ways. First, the Court can compulsorily wind up a company. Secondly, the shareholders or the creditors of the company can themselves apply to wind up the company in proceedings known as “voluntary winding up”

Modes of Voluntary Winding Up:

A Company can voluntary wound up itself or can opt for the modes

  • By Tribunal
  • Voluntary

VOLUNTARY WINDING UP

The voluntary winding up can be done by the members of the company by-

PASSING SPECIAL RESOLUTION

  • As a result of the expiry of the period of its duration for which it has been incorporated.
  • Any event in respect of which the articles of association provide that the company should be dissolved.

PROCESS OF VOLUNTARY WINDING UP:

1. Convene a board meeting of the directors. This company would resolve that there are no debts remaining of the company. Pass a resolution that suggests the same.

2. Issue the notice of a general body meeting proposing the resolution of the company.

3. In the general body meeting, you need to pass a resolution that the company needs to wind up. Make sure that there is atleast 3/4th of the votes in favour of closing the company.

4. Conduct a meeting with the creditors of the company the next day. Conduct the same vote. Make sure that 2/3rds of the creditors agree.

5. Within 10 days of passing the company wind up resolution, file a notice to Registrar of company for appointing a liquidator.

6. Within 30 days of passing the wind up resolution, file certified copies of the special and the ordinary resolutions.

7. Complete the financial affairs of the company with the aid of the liquidator.

8. Convene a final general body meeting within a time period of 2 weeks.

9. Pass a special resolution to dispose the records and accounts of the company.

10. Within 14 days of passing the special resolution, take the certified copies of the records and accounts to the tribunal (NCLT).

11. The tribunal shall then order for company dissolution within 60 days of application if satisfied.

12. The liquidator then shall take the order and submit it to the registrar of companies

13. The registrar shall then publish a notice that the company is dissolved.

Documents Required

INCORPORATION DOCUMENTS

Company’s MoA, AoA, Certificate of Incorporation, PAN card and other registration certificates.

ACCOUNTING INFORMATION

The financial statement of the Company for the most recent year, prepared prior to 30 days of filing the application.

DETAILS OF ACTIVITY

Details whether the company has been operative for any period. If yes, since when the operations are discontinued.

NO OBJECTION CERTIFICATES

NOC from Creditors

NOC from Regulatory Authorities

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