Close a Private Limited Company: Strike Off and Winding Up
Shut down an inactive or unwanted private company through strike off, liquidation or merger, with tax and ROC clean-up included.
Get Started Today
Closing a private limited company means formally removing it from the Registrar of Companies records, so that it no longer carries filing duties or director liabilities. Founders usually need this when a venture has stopped operating, a project has ended or a group is being simplified. The law offers several routes: voluntary strike off under Section 248 of the Companies Act, 2013 for companies that have not carried on business, winding up or liquidation for companies with assets and debts, and merger with another entity. Our team helps you choose the suitable route, prepares the filings and closes tax, GST and bank loose ends.
Who provides this service: our team of Company Secretaries and compliance specialists.
Who Needs Close a Private Limited Company?
- Founders whose startup has stopped operating and who want to end ongoing filing duties
- Promoters of dormant companies incorporated for a project that never started
- Groups simplifying structure by removing duplicate or redundant entities
- Shareholders of solvent companies who decide to wind up and distribute remaining assets
- Directors who want to avoid disqualification risk caused by unfiled annual returns
Key Benefits
- We compare strike off, liquidation and merger so the closure route fits your actual situation and not a generic template.
- Eligibility for strike off is checked first, including business activity, pending liabilities and company status.
- Form STK-2 and its supporting statements, indemnity and affidavits are prepared with consistent figures.
- Pending ROC, income tax, TDS and GST filings are identified so the closure is not blocked or reversed later.
- GST cancellation, bank account closure and statutory registration surrender are sequenced in a workable order.
- Directors receive clear guidance on responsibilities that continue even after the company is removed from the register.
How It Works
Assess the company and choose the route
We review activity, assets, liabilities, loans and pending compliance, then recommend strike off, voluntary liquidation, NCLT winding up or merger, explaining why the other routes are not suitable for you.
Clear pending compliance
Outstanding annual filings, income tax returns, TDS statements and GST returns are brought up to date, and dues to creditors, employees and authorities are settled or documented before the closure application.
Board and members approval
The Board approves the closure and calls a meeting of members. We prepare notices, resolutions and minutes, including the special resolution or consent that the chosen route requires.
Prepare statements and declarations
For strike off, we prepare the statement of accounts, the statement of assets and liabilities, indemnity bond and director affidavits. For liquidation, we prepare declarations and creditor communications.
File with the Registrar or tribunal
Form STK-2 is filed on the MCA portal with its attachments for strike off. For winding up, filings go through the process prescribed for that route. Registrar queries are answered by our team.
Notices, dissolution and clean-up
After public notice and the Registrar order, the company is dissolved. We then help close the GST registration, TAN and PF or ESIC accounts, and the bank account, keeping closure records safely.
Documents Required
- Certificate of incorporation, MOA and AOA
- Audited financial statements and returns filed to date
- Statement of accounts as on a recent date before the application
- Statement of assets and liabilities
- Board resolution and special resolution or member consent
- Indemnity bond and affidavits from every director
- PAN, TAN and GST registration details
- Bank statements and confirmation of dues settled
- Digital signature certificates of directors
Timeline and Fees
Indicative timeline: Strike off generally takes several months from filing because of the notice and review stages. Winding up or merger takes longer. All timings depend on the authority.
Professional fee: The fee depends on the closure route, how many financial years of compliance are pending, whether there are assets, loans or employees, and the number of directors and members involved. Government charges are separate and payable as notified.
What Can Go Wrong if This Is Missed or Done Incorrectly
- Leaving an inactive company unclosed means annual filings continue, and defaults can attract penalties and director disqualification.
- Filing for strike off with incomplete or inaccurate statements can lead to rejection or later action against directors.
- Unsettled liabilities, tax dues or employee dues can be pursued even after dissolution.
- Closing bank accounts or surrendering registrations in the wrong order can complicate refunds and final filings.
Frequently Asked Questions
How can I close a private limited company in India?
The main routes are voluntary strike off under Section 248 of the Companies Act for companies that are not operating, voluntary liquidation or winding up where there are assets and debts to settle, and merger with another company. The right choice depends on activity, liabilities and pending compliance, so a review comes first.
When is a company eligible for strike off under Section 248?
A company can apply when it has not carried on any business or operation for the two financial years immediately before the application, and has not applied for dormant status in that period. Other conditions apply, including settled liabilities and approval by members. Certain companies are excluded, so eligibility is confirmed before filing.
What is Form STK-2?
Form STK-2 is the application to the Registrar of Companies asking for the company name to be removed from the register. It is supported by items such as the resolution, statement of accounts, statement of assets and liabilities, indemnity bond and affidavits from directors. Errors in these papers are a common reason for queries.
Do I still need to file annual returns while the closure is in progress?
Yes, until the Registrar actually strikes off the name and dissolution takes effect, the company remains a legal entity. Missing filings can create penalties and may even block the closure application. It is usually sensible to bring pending filings and returns up to date before applying for closure.
What should be done about GST and income tax before closing?
Pending returns should be filed and dues cleared. GST registration should be cancelled through the GST portal once operations end, and a final income tax return should be filed. Closing the bank account too early can disrupt refunds or final payments, so the sequence matters.
Do directors have any liability after the company is struck off?
Strike off does not wipe out wrongdoing. The Companies Act allows liabilities of directors and members to continue and be enforced as if the company had not been struck off, and the indemnity bond in the application reflects this. Accurate disclosure at the time of filing is therefore important.
Official Sources
Rules, forms and fees change. Check the current position on the official portal:
Related Services
Related Guides and Articles
Ready to Get Started?
Speak with a qualified professional about your close a private limited company: strike off and winding up requirements.
Last reviewed: . Laws, fees and procedures change; check the official portal before you act.
Disclaimer: The information on this page is for general informational purposes only and does not constitute professional legal, tax or compliance advice. Requirements vary by situation. Please consult a qualified CA or CS for advice specific to your needs. Government fees and timelines are subject to change; verify with the relevant authority before proceeding.