Closing down a company that's stopped doing business sounds like it should be simple — if nobody's using it, why would there be a process? In practice, strike-off is one of the more procedurally strict exits available under Indian company law, and a fair number of applications get rejected simply because a liability wasn't cleared, a document was stale, or the company didn't actually qualify in the first place.
Here's what strike-off actually means, who can use it, and a genuinely important point most guides on this topic get wrong: it isn't necessarily permanent.
Strike-off is the process of removing a company's name from the Register of Companies maintained by the Registrar of Companies, governed by Sections 248 to 252 of the Companies Act, 2013. Once struck off, the company is treated as dissolved and stops functioning as a going concern — but it doesn't vanish entirely for every legal purpose. Section 250 specifically preserves the company's existence for a limited set of things: realising assets, settling outstanding liabilities, and pursuing restoration if that ever becomes necessary.
That last point matters, because directors' and officers' liabilities don't get wiped out simply because the company's name disappeared from the register. If a debt or obligation existed before strike-off, it generally remains enforceable exactly as if the company had never been dissolved.
Voluntary strike-off (Section 248(2)) is the route a company chooses for itself, filed through Form STK-2. It's available to a company that hasn't commenced business within a year of incorporation, or hasn't carried on any business for the two financial years immediately preceding the application, and hasn't separately applied for dormant company status.
ROC-initiated strike-off (Section 248(1)) happens the other way around — the Registrar decides a company appears defunct, usually based on non-filing of annual returns, an invalid or non-traceable registered office, or a failure to respond to statutory notices. In this case, the Registrar sends a notice in Form STK-5, gives the company 30 days to respond, and proceeds with the strike-off if there's no satisfactory reply.
Since 2023, applications are processed through the Centre for Processing Accelerated Corporate Exit (C-PACE), a centralised body set up specifically to speed up voluntary strike-off processing rather than leaving it to individual regional ROC offices.
Beyond the basic dormancy conditions, Rule 3 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 excludes several categories of companies from applying, regardless of how inactive they might be:
Filing an application in violation of these exclusions can attract a fine of up to ₹1,00,000, on top of the application simply being rejected.
Prefer Time To Call ?
The company needs to be genuinely clear of liabilities before applying — this isn't a way to walk away from unresolved debts. Specifically:
Once the internal documentation is ready, the company files Form STK-2 along with the required attachments and a flat government fee. The Registrar then publishes a public notice — Form STK-6 or STK-7 — inviting objections from anyone with an interest in the matter. If no valid objections come in within the notice period, the company's status changes to "Struck Off" and this is published in the official Gazette.
It's worth checking, before filing, that all annual filings (AOC-4, MGT-7) are actually up to date and that no charges remain open on the MCA portal — both are common reasons an otherwise straightforward application gets held up.
A lot of informal advice treats strike-off as a permanent, irreversible end. It isn't. Under Section 252, a struck-off company can be restored through the National Company Law Tribunal if there's a valid basis for it. The company itself, a member, a creditor, or even a workman can apply for restoration within 20 years of the strike-off notice being published, while someone specifically aggrieved by a particular ROC decision has a separate three-year window to challenge it directly.
If restoration is granted, the company is treated as though it was never struck off in the first place — assets revert, and the company resumes its legal existence, though directors typically need to complete some follow-up steps, like refiling pending returns and updating their DIN status, before things are fully back to normal.
If a company is struck off under Section 248(1) specifically because of non-filing, the directors can face disqualification under Section 164(2)(a) for five years, counted from the date of the original default rather than the date the strike-off actually took effect. This is a meaningful reason not to let a defunct company simply drift into ROC-initiated strike-off rather than proactively closing it through the voluntary route while things are still in order.
Yes. Under Section 252 of the Companies Act, a struck-off company can be restored by the National Company Law Tribunal if there's valid justification. The company, a member, a creditor, or a workman can apply within 20 years of the strike-off notice, while a person aggrieved by a specific ROC decision has a separate three-year window.
No. Beyond meeting the dormancy conditions, the company must not fall into the excluded categories under Rule 3 — listed companies, Section 8 companies, companies with pending prosecutions or unresolved charges, and a few others are all excluded from the voluntary route.
Yes. The application requires a certified statement of accounts and director affidavits confirming there are no pending liabilities. Strike-off isn't a route for walking away from unresolved debts.
A dormant company continues to legally exist, just with reduced compliance obligations, and can be reactivated relatively easily. A struck-off company is treated as dissolved, and reviving it requires an NCLT restoration order rather than a simple administrative filing.
No. Section 250 keeps liabilities of directors, officers, and members enforceable exactly as if the company had never been dissolved, particularly where fraud or wrongful conduct is involved.
Directors can face disqualification under Section 164(2)(a) for five years from the date of the original default. This is one of the practical reasons to proactively close a genuinely defunct company through the voluntary route rather than letting it drift into a compulsory strike-off.