Closing a Private Limited Company: The Strike-off Route, Done Properly
An idle company is not a free company — late fees compound and directors carry the defaults. STK-2 is the clean exit if liabilities are nil and the paperwork is caught up.

Route: STK-2 strike-off, ₹10,000 fee.
Conditions: nil liabilities, 2 years no business (or 1 year never started).
First: close bank a/c, surrender GST, clear AOC-4/MGT-7.
Timeline: ~3–6 months at the ROC.
The cheap exit: strike-off (STK-2)
A company that has no liabilities and either hasn’t started business within a year of incorporation or has done no business for two financial years can apply to be struck off — Form STK-2 with a ₹10,000 government fee, board and special resolutions, an indemnity bond and a statement of accounts not older than 30 days.
What must be clean first
- Bank accounts closed, assets and liabilities at nil.
- Overdue annual filings — the ROC generally expects AOC-4/MGT-7 up to the last active year before accepting strike-off.
- GST and other registrations surrendered; a live GSTIN with pending returns keeps generating late fees while you wait.
- No open litigation, and directors’ DIN KYC in order — strike-off of the company does not erase director defaults.
When strike-off is not available
Companies with debts, recent activity, or regulatory baggage need voluntary liquidation — a longer, costlier process with a liquidator, creditor settlement and NCLT oversight. And doing nothing is the worst option: the ROC can strike you off suo motu while penalties for missed filings keep accruing against the directors personally, including disqualification.
The timeline to expect
- Preparation and pending filings: 2–6 weeks depending on the backlog.
- STK-2 to publication and final strike-off: typically 3–6 months at the ROC.
- The company can be restored within specified periods if a creditor or the ROC objects — keep the closure papers for years, not months.