STRIKE OFF OF COMPANY
Strike Off means removing the name of the Company from the Register of Companies maintained by the Registrar of Companies.The companies are governed by the companies Act, 2013 and its section 248 governs the striking off of company.
Which company can get strike off?
(a) Any company can get strike off whether it’s a
(b) Private company
(c) One-person company
(d) Public company
(e) Section 8 company
(f) Dormant company can apply for striking of company
MODES OF STRIKE OFF
Company can strike off in two ways:-
(a) Voluntary strike off
(b) By Registrar of Companies
When Registrar of Companies have power to strike off the name from Register of company?
1. Where the Registrar has reasonable cause to believe that—
(a) a company has failed to commence its business within one year of its incorporation.
(b) a company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company under section 455 He shall send a notice to the company and all the directors of the company, of his intention to remove the name of the company from the register of companies and requesting them to send their representations along with copies of the relevant documents, if any, within a period of thirty days from the date of the notice.
2. Without prejudice to the provisions of sub-section (1), a company may, after extinguishing all its liabilities, by a special resolution or consent of seventy-five per cent. members in terms of paid-up share capital, file an application in the prescribed manner to the Registrar for removing the name of thecompany from the register of companies on all or any of the grounds specified in sub-section (1) and the Registrar shall, on receipt of such application, cause a public notice to be issued in the prescribed manner: Provided that in the case of a company regulated under a special Act, approval of the regulatory bodyconstituted or established under that Act shall also be obtained and enclosed with the application.
3. Nothing in sub-section (2) shall apply to a company registered under section 8.
4. A notice issued under sub-section (1) or sub-section (2) shall be published in the prescribed manner and also in the Official Gazette for the information of the general public.
5. At the expiry of the time mentioned in the notice, the Registrar may, unless cause to the contraryis shown by the company, strike off its name from the register of companies, and shall publish notice thereof in the Official Gazette, and on the publication in the Official Gazette of this notice, the company shall stand dissolved.
6. The Registrar, before passing an order under sub-section (5), shall satisfy himself that sufficient provision has been made for the realisation of all amount due to the company and for the payment or discharge of its liabilities and obligations by the company within a reasonable time and, if necessary,obtain necessary undertakings from the managing director, director or other persons in charge of the management of the company:Provided that notwithstanding the undertakings referred to in this sub-section, the assets of the company shall be made available for the payment or discharge of all its liabilities and obligations even after the date of the order removing the name of the company from the register of companies.
7. The liability, if any, of every director, manager or other officer who was exercising any power of management, and of every member of the company dissolved under sub-section (5), shall continue and may be enforced as if the company had not been dissolved.
8. Nothing in this section shall affect the power of the Tribunal to wind up a company the name of which has been struck off from the register of companies.
When can a company cannot make an application for strike off of company?
(1) An application under sub-section (2) of section 248 on behalf of a company shall not be made if, at any time in the previous three months, the company—
(a) has changed its name or shifted its registered office from one State to another;
(b) has made a disposal for value of property or rights held by it, immediately before cesser of trade or otherwise carrying on of business, for the purpose of disposal for gain in the normal course of trading or otherwise carrying on of business;
(c) has engaged in any other activity except the one which is necessary or expedient for the purpose of making an application under that section, or deciding whether to do so or concluding the affairs of the company, or complying with any statutory requirement;
(d) has made an application to the Tribunal for the sanctioning of a compromise or arrangement and the matter has not been finally concluded; or
(e) is being wound up under Chapter XX, whether voluntarily or by the Tribunal.
(2) If a company files an application under sub-section (2) of section 248 in violation of sub-section (1), it shall be punishable with fine which may extend to one lakh rupees.
(3) An application filed under sub-section (2) of section 248 shall be withdrawn by the company or rejected by the Registrar as soon as conditions under sub-section (1) are brought to his notice.
What are the forms required to be filed?
While applying for striking off of company, two forms are required:
I. E-form MGT-14
II. E-form STK-2
What are the statutory fees for E-forms?
While E-form MGT-14 has normal associated fees, E-form STK-2 has fees of INR 10,000/
What is the Procedure to strike off company in case of voluntary striking off of company
The procedure is very simple and is done step wise:-
i) Authorize officer or any director of company to convene a Board Meeting
ii) Sending of Board Meeting Notice atleast seven (7) days prior to board meeting along with detailed agenda.
iii) Convene Board Meeting and passing of Board resolution.
iv) Sending of Annual General Meeting / Extra-Ordinary General Meeting as the case may be
v) Convene General meeting and passing of Special Resolution.
vi) Filing of MGT-14 along with required attachments.
vii) Filing of STK-2 along with required documents.
viii) Registrar of companies after finding that all the attachments are fine and all the conditions are fulfilled and it is just and equitable to strike off the company, will strike off the company after publishing a public notice.
What are the documents which are required to attach with the forms?
The following documents are attached with the E-forms:-
i) Certified true copy of Special Resolution (duly signed by every director of the company).
ii) Copy of Board resolution authorizing the filing of this application.
iii) Indemnity bonds in Form No. STK-3 and An affidavit in Form STK-4
iv) Copy of relevant order of delisting, if any, from the concerned stock exchange.
v) No objection certificate from relevant regulatory department in case company is governed by such department.
vi) Consent of shareholders
vii) Identity proof such as PAN, Adhaar etc of all directors
viii) Latest Balance sheet (not older than 30 days)
ix) Proof of latest income tax return filed.
x) Company's incorporation certificate
xi) Memorandum of Association(MOA) and Article of Association(AOA) of the company
xii) A statement concerning any pending litigations with respect to the company.
xiii) A statement of liabilities comprising of all assets and liabilities of the companies (certified by a Chartered Accountant).