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Compliance· Updated Aug 2026· 8 min read· By CA Sumit Chandwani· STK-2

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.

Missed 31 July? Belated & Revised Returns Under Section 139(4) & 139(5) AY 2026-27
TL;DR

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

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

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