Strike Off a Section 8 Company: Closure under Section 248
Close a dormant non-profit company properly, with liabilities cleared, assets passed on and tax status dealt with.
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Striking off a Section 8 company is a voluntary closure in which the company applies to the Registrar of Companies under Section 248 of the Companies Act 2013 to have its name removed from the register. It is meant for non-profit companies that have stopped operating and have no pending liabilities. Directors of inactive charitable companies, promoters who no longer want the compliance burden, and groups merging activities into another organisation commonly use it. Because a Section 8 company cannot return surplus to its members, the closure also involves a lawful transfer of assets and income tax clearances. Our team plans the sequence and prepares the filings.
Who provides this service: our team of Company Secretaries and compliance specialists.
Who Needs Strike Off a Section 8 Company?
- Directors of a Section 8 company that has stopped its charitable activities and has no bank or liability left
- Promoters who want to merge their programmes into another non-profit and close the older company
- Boards that no longer wish to carry annual audit and ROC filing obligations for an inactive entity
- Companies whose objects have been achieved, or whose funding has ended permanently
Key Benefits
- A closure plan that checks whether the company is eligible for strike off under Section 248 before any filing is made
- Guidance on lawful transfer of assets to another Section 8 company with similar objects instead of any payout to members
- Preparation of the special resolution, accounts statement, indemnity bond and affidavits that support Form STK-2
- Review of income tax and 12A or 80G status so exempt-organisation rules are not breached at closure
- Help clearing overdue ROC filings that would otherwise draw an objection from the Registrar
- A clean exit from annual return and audit obligations once the name is struck off the register
How It Works
Check eligibility and liabilities
We review the company's filing history, bank accounts and dues to confirm it has ceased operations and qualifies for strike off, and we list every liability, grant condition and open statutory obligation that must be settled first.
Settle dues and plan asset transfer
Liabilities are paid or provided for. Surplus assets are earmarked for transfer to another Section 8 company with similar objects, as the memorandum and the law require, rather than being given to members.
Update overdue filings and accounts
If annual returns or financial statements are pending, we file them so that the Registrar sees a regular record, and we prepare the statement of accounts that must accompany the strike-off application.
Pass the resolution and prepare documents
Members approve the closure by special resolution or the consent the Act requires. We draft the indemnity bond, affidavits and board resolution, and arrange the digital signatures needed for the filing.
File Form STK-2 with the Registrar
We submit the application and attachments on the MCA portal, pay the prescribed fee and track queries from the Registrar. The Registrar then issues a public notice inviting objections before any removal is made.
Close accounts and tax registrations
After the name is struck off and published in the Official Gazette, we help close the bank account, surrender GST and other registrations, and settle the final income tax position, including 12A and 80G matters.
Documents Required
- Certificate of incorporation and the memorandum and articles of the Section 8 company
- Special resolution or written consent of members approving the strike off
- Board resolution authorising the directors to file the application
- Latest audited financial statements and a statement of accounts made up to a recent date
- Indemnity bond and affidavits from the directors in the form the rules prescribe
- Proof of how the assets and liabilities are being dealt with, including any transfer to another Section 8 company
- Bank statements and confirmation that no account or liability is outstanding
- Income tax returns, 12A and 80G approval details, and PAN and GST records
- Directors' DIN details and digital signature certificates
Timeline and Fees
Indicative timeline: Indicative range of a few months from the start of preparation, since the Registrar's notice and objection period, any queries and the state of past filings all depend on the MCA and the Registrar of Companies.
Professional fee: Professional fees depend on the number of pending annual filings, whether accounts need to be prepared, the complexity of asset transfer and the tax work involved. Government fees are paid at actuals. Contact our team for a written quote after a short review of the company's records.
What Can Go Wrong if This Is Missed or Done Incorrectly
- A strike-off application with pending liabilities or false statements can be rejected and the signatories held responsible
- Distributing surplus to members, instead of passing it to a similar Section 8 company, breaches the Act and the memorandum
- Ignoring income tax rules on closing an exempt organisation can lead to tax on accumulated assets
- Leaving overdue annual filings unresolved invites objections and delays the removal of the name
Frequently Asked Questions
Can a Section 8 company be struck off under Section 248?
Yes, if it has not carried on any business or operation for the period the rules require and has no pending liabilities. The company applies on Form STK-2 with a special resolution or equivalent member consent, supporting accounts and an indemnity bond. The Registrar decides, and may raise queries or reject incomplete filings.
What happens to the assets of a Section 8 company when it is closed?
Surplus assets cannot be distributed among members. They must be transferred to another Section 8 company with similar objects, as the memorandum and the law direct. Plan this before the application, because the Registrar and the Income Tax Department can both ask how the funds and property were dealt with.
Do I need to cancel 12A and 80G before striking off?
You do not file a separate closure form for approvals under those sections in most cases, but their status and the treatment of accumulated assets must be sorted out. The Income Tax Act has provisions on assets of an exempt organisation that closes down, so take tax advice before the application is filed.
Is strike off the same as winding up?
No. Strike off is an administrative removal of the name by the Registrar for a company that is inactive and clean of liabilities. Winding up is a formal liquidation process through the Tribunal or voluntarily, with a liquidator, and is used when the company still has assets, disputes or substantial liabilities to resolve.
How long does it take to strike off a Section 8 company?
After the application is filed, the Registrar issues a notice, waits for objections, and then publishes the removal in the Gazette. The timing depends on the Registrar, any queries raised, and whether past filings are complete. Preparatory work such as clearing overdue returns often takes longer than the filing itself.
What if the Section 8 company has FCRA registration?
An organisation holding FCRA registration has separate obligations to the Ministry of Home Affairs, including dealing with unspent foreign contribution and its dedicated account. These must be settled in line with the Foreign Contribution (Regulation) Act before the company closes, so raise it at the planning stage.
Official Sources
Rules, forms and fees change. Check the current position on the official portal:
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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.