Legally close your inactive or non-operational company to avoid penalties, protect directors, and ensure future credibility.
Trusted by 35,000+ Businesses
Fill in the form and complete process to receive your certificate.
Note: We are India's fastest growing online business services platform dedicated to helping people to start and grow their business, at an affordable cost. Our aim is to help the entrepreneur with regulatory requirements, and offering support at every stage to ensure the business remains compliant and continually growing. We are Private Organization and providing services and assistance for Business Benefits who require consultation.
Winding up refers to the legal closure of a company under the Companies Act, 2013, ensuring its formal removal from the Ministry of Corporate Affairs (MCA) records.
Initiated by the company’s shareholders or directors when the company is no longer active or profitable.
Ordered by the National Company Law Tribunal (NCLT) due to non-compliance, financial fraud, or court directives.
A simplified exit route for eligible inactive companies using Form STK-2 under Section 248.
Official closure is essential for protecting directors, avoiding perpetual penalties, and maintaining corporate hygiene.
Even if a company has stopped operations, the MCA still expects annual filings. Non-compliance leads to heavy penalties, late fees, and legal action.
Directors of defaulting companies may face disqualification from holding positions in other companies. Winding up legally clears your name from the records.
During winding up, all liabilities are settled, which prevents future creditor claims.
Unless officially closed, the company remains active in government databases, causing confusion during audits, credit checks, or new business registrations.
A properly closed company does not affect the promoters’ creditworthiness or future ventures.
Exit the corporate system cleanly by resolving liabilities and regulatory obligations before they become permanent risks.
Even after a company stops doing business, its obligations don’t automatically end. Legal winding up ensures:
Inactive companies must still file annual returns, financial statements, and compliance forms with the ROC. Failure to do so results in:
Winding up removes the entity from the MCA records, permanently halting compliance obligations and associated penalties.
An inactive company that is not wound up may appear “active” in government databases, leading to confusion or mistrust. Proper winding up helps:
Explore the different legal routes for company closure in India based on your entity's compliance status.
This route is chosen when the company’s shareholders mutually decide to shut down operations, even if the company is solvent. It involves passing a special resolution in a general meeting, appointing a liquidator, settling liabilities, and filing final documents with the ROC. This method ensures orderly closure without external compulsion.
Under Section 271 of the Companies Act, 2013, the NCLT may order the winding up of a company if it has defaulted in statutory obligations, carried out fraudulent activities, or failed to commence business within one year of incorporation. It is a court-monitored process initiated by creditors, regulatory authorities, or the company itself.
If a company has been inactive for more than two consecutive financial years or has not commenced business within one year, it can file for strike-off using Form STK-2. This simplified process is governed by Section 248 of the Companies Act and is ideal for dormant companies with no liabilities. It requires minimal compliance and is cost-effective.
The winding-up process of a company in India is governed by a well-defined legal framework to ensure compliance, transparency, and accountability.
The primary legislation for winding up a company is the Companies Act, 2013.
These sections outline procedures, conditions, and rights of creditors, shareholders, and the company during closure.
The Ministry of Corporate Affairs (MCA) and Registrar of Companies (ROC) provide procedural guidelines for winding up, including:
These guidelines are updated periodically; professional assistance is often essential.
The National Company Law Tribunal (NCLT) plays a crucial role in compulsory winding-up cases.
Strict adherence to MCA timelines is mandatory.
Complete your documentation to initiate a compliant winding-up process under the Companies Act.
A certified true copy of the resolution passed by the Board of Directors approving the proposal to wind up the company.
A copy of the shareholders’ resolution passed in the Extraordinary General Meeting (EGM) approving the winding-up decision with the required majority.
Directors must provide an indemnity bond stating that all liabilities have been settled and they indemnify against any future claims.
A sworn affidavit confirming that the company has no assets, liabilities, or pending legal proceedings and that all statutory compliances have been met.
A financial statement showing the company’s current assets and liabilities, not older than 30 days from the date of application.
A copy of the latest Income Tax Return filed, ensuring there are no pending tax dues.
A certificate from the company’s bank confirming closure of its bank accounts.
The official application form submitted to the ROC for strike-off, duly signed and accompanied by required attachments.
A copy of the company’s PAN card issued by the Income Tax Department.
Required for signing and filing e-forms online with the ROC.
If there are creditors, provide NOC/consent letter confirming there are no outstanding dues.
A simple and structured process to ensure compliant filing with the Ministry of Corporate Affairs (MCA).
The directors must hold a board meeting to formally decide on winding up the company. A resolution is passed to approve the strike-off proposal, authorize one or more directors to handle the process, and fix a date for the Extraordinary General Meeting (EGM) of shareholders.
Before proceeding with closure, the company must clear all outstanding dues, including payments to creditors, employees, vendors, and government departments. This includes surrendering GST registration, closing any government contracts, and settling all statutory dues like TDS, EPF, and pending tax payments.
All directors must execute and notarize affidavits declaring that the company has no liabilities and is not carrying on any business activity. Indemnity bonds are also required to safeguard against future claims. A statement of accounts not older than 30 days from the filing date must be prepared, certified by a Chartered Accountant.
An EGM is convened to obtain approval from shareholders through a special resolution (at least 75% of the shareholders in terms of paid-up share capital must agree). The resolution should confirm that the company shall apply for strike-off under Section 248.
Once internal approvals and documents are in place, Form STK-2 is filed with the ROC along with supporting documents such as indemnity bond, affidavit, financial statement, board and shareholder resolutions, and tax return acknowledgment.
The ROC examines the documents and may seek clarifications. If satisfied, the ROC issues a public notice and, after 30 days, strikes the company’s name from the register and issues the final closure order. The company is then officially dissolved.
Understand the standard processing duration and government fee structure for official strike-off.
90 - 120 Days
The complete strike-off process generally takes 90 to 120 days from the date of filing Form STK-2, provided all documents are accurate and there are no objections. The ROC may issue queries during review, which can extend the timeline if not responded to promptly. Timely submission and compliance can ensure quicker closure.
₹10,000 + Professional Charges
To wind up a company via strike-off, the prescribed government filing fee for Form STK-2 is ₹10,000. Apart from this, companies may incur professional charges for preparing documentation, obtaining CA certifications, and legal consultation. There are no additional ROC fees unless there are outstanding penalties or prior non-compliances to be cleared.
Final obligations to ensure your records remain clean across all statutory and financial platforms.
Cancel all associated registrations such as PAN, GSTIN, Shops & Establishment licenses, etc. to avoid future compliance notices or tax-related issues.
Retain financial records, tax returns, board resolutions, and compliance documents for at least 8 years to respond to any future regulatory or legal queries.
Inform vendors, clients, banks, and employees, and ensure all bank accounts are closed to avoid misuse or unnecessary charges.
Failure to officially close defaults can lead to personal liability, director disqualification, and heavy penalties.
If a defunct or inactive company is not officially closed, it continues to be treated as an active entity by the ROC. This leads to non-compliance penalties, late filing fees, and annual return dues, even if no business is being conducted.
Directors and shareholders may be held personally liable for statutory non-compliances. The ROC may disqualify directors under Section 164, initiate prosecution, and issue notices for compliance failures.
Non-closure reflects poorly in ROC and MCA records, making it difficult to register new companies or LLPs. Defaulting directors may appear on the MCA blacklist, limiting future business opportunities.
Find answers to common queries about company closure, STK-2 filing, and director liabilities.
