STK-2: Strike Off Application — Voluntary Closure of Pvt Ltd

When STK-2 makes sense

STK-2 is the application for voluntary strike off under Section 248(2) of the Companies Act, 2013. It is the simplest closure route, suitable for companies that:

• Have not commenced business OR have not been operational for 2+ years
• Have no outstanding liabilities (creditors, statutory dues, employees)
• Have settled all assets and bank accounts closed
• Are NOT under any pending inquiry, prosecution or appeal

If the company has assets, ongoing operations or significant liabilities, voluntary liquidation under IBC Section 59 is the right route instead.

Eligibility — Who can apply

STK-2 can be filed by:

• Pvt Ltd companies, OPCs, Public Ltd (non-listed), Section 8 companies
• Companies that meet either condition:
  • Failed to commence business within 1 year of incorporation, OR
  • Not carried on business or operations for past 2 financial years and have not applied for Dormant Status

Excluded:

• Listed companies
• Companies under investigation/prosecution
• Companies with secured charges
• Vanishing companies (different process)

Step-by-step process

1. Settle all liabilities — Pay vendors, employees, taxes (income tax, GST, TDS), close all loans
2. Close bank accounts — Get NDC (no dues certificate) from bank
3. Distribute remaining assets — Among shareholders pro-rata
4. Board Meeting — Approve strike off application
5. EGM — Pass special resolution authorising strike off
6. Affidavit by directors — Declaration of no liabilities (Form STK-3)
7. Indemnity bond — From all directors (Form STK-4)
8. File STK-2 with RoC along with affidavits, EGM resolution, statement of accounts (within 30 days of EGM)
9. RoC notice — RoC publishes notice (STK-5) inviting objections (30 days)
10. No objection received — RoC strikes off, publishes notice (STK-7) in Official Gazette
11. Company dissolved — Approximately 6-9 months from STK-2 filing

Cost breakdown

Total cost: ₹15,000-40,000 depending on professional fees:

• Filing fee for STK-2: ₹10,000
• Affidavits + notarisation: ₹1,000-2,000
• EGM compliance: ₹500-1,000
• Professional fees (CA/CS): ₹15,000-30,000

This is much cheaper than voluntary liquidation under IBC (which can cost ₹2-5 lakh for liquidator fees + court costs).

Watch outs — Compliance must be clean

Before filing STK-2:

• All MCA filings (AOC-4, MGT-7, ADT-1, DPT-3, DIR-3 KYC) up to date
• All ITRs filed (Income Tax Returns) up to date
• All GST returns filed if registered
• No outstanding TDS
• Statutory registers maintained
• Director DINs not deactivated

If there are pending compliances, late fees can pile up to ₹50,000-2 lakh. Settle compliances first, then file STK-2.