How to Close Down a Private Limited Company in India
An inactive private limited company doesn’t quietly disappear — it keeps accumulating compliance obligations until it’s formally closed. We run the striking-off process cleanly, from board resolution to dissolution.
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Formally closing a company that’s no longer operating
Under the Companies Act, 2013, a private limited company that hasn’t commenced business or has stayed inactive can be struck off the register — either by the Registrar of Companies acting on its own, or voluntarily by the company itself filing Form STK-2. For most inactive companies, voluntary striking off is the faster, cleaner route, because you control the timing and the paperwork rather than waiting for the ROC to act.
The alternative — formal winding up — is a heavier process, generally reserved for companies with assets and liabilities that need to be settled through liquidation. Most dormant, asset-free companies don’t need to go there.
- No pending litigation or liabilities
- All regulatory filings up to date
- Bank accounts closed, with closure statements
- Nil-asset, nil-liability statement of accounts
Companies that have stopped operating
Incorporated but never operated
Companies that were set up but never actually started business can apply to strike off rather than continue filing annual returns for an entity that does nothing.
Stopped operating some time ago
Companies with no business activity for a while, and no plans to revive it, are typically better off closing formally than letting compliance lapse.
Consolidating into another entity
Groups shutting a subsidiary as part of a restructuring use the same process once the entity’s affairs are wound down.
Board resolution to dissolution
Eligibility check
We confirm the company qualifies for voluntary striking off before you commit time to the process.
Liabilities and compliance clean-up
Settling outstanding dues and bringing any overdue filings current before the application goes in.
Statement of accounts
A nil-asset, nil-liability statement, certified by a Chartered Accountant, as the application requires.
Affidavits and indemnity bonds
Drafted for every director, along with the special resolution and shareholder consent.
Form STK-2 filing
Submitted to the ROC with all supporting documents attached.
Gazette notice tracking
We track the public notice period and confirm the company is struck off once it clears.
From resolution to strike-off
Board and shareholder approval
A resolution to close, backed by the shareholder consent the Act requires.
Liabilities settled
Dues cleared, bank accounts closed, filings brought current.
We file Form STK-2
Application submitted to the ROC with the full document set.
Company struck off
The ROC publishes its notice and, absent objections, dissolves the company.
Documents you’ll need
A quick checklist so we can move fast. Don’t have one handy? We’ll tell you exactly what works.
Questions companies ask first.
Can any inactive company apply for voluntary striking off?
Only if it meets the eligibility conditions — no pending litigation or liabilities, no ongoing business activity, and all statutory filings current. We check your specific position before filing.
What’s the difference between striking off and winding up?
Striking off is a simpler route for companies with no assets or liabilities left to settle. Winding up is the formal liquidation process, used where assets need to be sold and liabilities paid off before the company can close.
Can a struck-off company be restored later if needed?
Yes, a struck-off company can be revived by petitioning the National Company Law Tribunal under Section 252, within the time the law allows. It’s a separate process from the original closure.
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