Consult GurujiTax and company law

Close a company or LLP: strike off and winding up

A company or LLP that has stopped business still has to file returns, pay late fees and keep its directors' KYC current until it is formally closed. We check which closure route fits, clear pending ROC filings, prepare the affidavits and statement of accounts, and file with the MCA until the name is struck off.

Which route fits

  • Strike off a company (Form STK-2, section 248): for a private limited or one person company that has not done business for the two preceding financial years, or never started, and has no liabilities.
  • Strike off an LLP (Form 24): for an LLP that has not carried on business for at least one year and has no liabilities.
  • Voluntary liquidation (section 59, Insolvency and Bankruptcy Code): for a solvent company or LLP that still has assets, bank balances or dues to settle. A registered insolvency professional acts as liquidator and the NCLT passes the final dissolution order.
  • Winding up by the Tribunal: where the NCLT orders closure on a petition, for example on grounds under section 271 of the Companies Act.

What's included

  • Eligibility check and choice of route
  • Filing overdue AOC-4, MGT-7, Form 8 and Form 11 up to the year business stopped
  • Board resolution, special resolution or partner consent
  • Indemnity bonds and affidavits of directors or designated partners
  • CA-certified statement of accounts showing nil assets and liabilities
  • Filing STK-2 or Form 24 and replying to ROC queries
  • Closing GST registration (Form REG-16) and final income tax returns

Who needs it

  • Companies and LLPs registered but never started
  • Businesses that have stopped and want to end annual filings and late fees
  • Founders and NRIs closing a dormant Indian entity
  • Foreign groups closing an Indian subsidiary

Documents required

  • Certificate of incorporation, MOA and AOA, or the LLP agreement
  • Last filed financial statements and bank statements
  • Bank account closure certificate
  • PAN, and GST details if registered
  • Digital signatures of directors or designated partners

How it works

  1. ReviewWe check filings, liabilities and assets, and confirm the right route.
  2. Clean-upPending ROC and tax filings are completed and bank accounts closed.
  3. FilingResolutions, affidavits, indemnity bonds and the statement of accounts are filed with STK-2 or Form 24.
  4. Strike offThe MCA's C-PACE office publishes a public notice and, if there are no objections, strikes off the name.

Timeline: Usually a few months from filing, depending on how many past filings must be completed first and on ROC queries.

Frequently asked questions

What is the government fee for closing a company?

The MCA fee for Form STK-2 is ₹10,000. Additional fees apply to any overdue annual filings, which must be cleared first. Professional fees are quoted after we review the case.

Can a company be closed if annual returns are pending?

Pending financial statements and annual returns generally have to be filed up to the end of the financial year in which the company stopped business before STK-2 is filed. We prepare and file these first.

What is the difference between strike off and winding up?

Strike off is a quicker, fee-based process for entities with no business and no liabilities. Winding up or voluntary liquidation is used when there are assets to sell, money to distribute or creditors to settle; a liquidator is appointed and the NCLT orders dissolution.

Can a struck-off company be revived?

Yes. Under section 252 of the Companies Act, a member, creditor or workman can apply to the NCLT to restore the company, generally within 20 years of the name being struck off.

Can an LLP be closed online?

Yes. Form 24 is filed online with the MCA with partner consent, affidavits, indemnity bonds and a statement of accounts. Overdue Form 8 and Form 11 must normally be filed first.

Related services

Sources: Ministry of Corporate Affairs; Companies Act, 2013 (sections 248, 252, 271); LLP Rules, 2009 (rule 37); Insolvency and Bankruptcy Code, 2016 (section 59). General information, not advice.

Want to close your company or LLP?

Send us the company name or CIN and we'll tell you the route and cost.