Procedure For Striking off Name of The Company

Procedure For Striking off Name of The Company

January 02, 2017
     
Procedure-Striking-off-Name-of-The-Company


As per the provisions of Section 248(2) of Companies Act, 2013 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 the company from 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 body constituted or established under that Act shall also be obtained and enclosed with the application.

Procedure For Striking off Name of The Company


(1) Issue notice along with agenda of board meeting in accordance with Section 173(3) read with Secretarial Standard 1 by giving not less than seven days notice in writing to every director at his address registered with the company and such notice shall be sent by hand delivery or by post (either registered or speed) or by electronic means or by courier, by facsimile or E-mail.

(2) Convene board meeting and pass board resolution for making an application for removal of name of the company and authorise directors to sign the application on behalf of the company.

(3) An application for removal of name of the company under sub-section (2) of section 248 shall be made in Form STK-2 along with the fee of five thousand rupees. The application in Form STK 2 shall be signed by a director duly authorised by the Board in their behalf. Where the director concerned does not have a registered digital signature certificate, a physical copy of the form duly filled in shall be signed manually by the director duly authorised in that behalf and shall be attached with the Form STK 2 while uploading the form.

(4)  The application in Form STK 2 shall be accompanied by –
(i)   indemnity bond duly notarised by every director in Form STK 3;
(ii)  a statement of accounts containing assets and liabilities of the company made up to a day, not more than thirty days before the date of application and certified by a Chartered Accountant;
(iii) An affidavit in Form STK 4 by every director of the company;
(iv) a copy of the special resolution duly certified by each of the directors of the company or consent of seventy five per cent of the members of the company in terms of paid up share capital as on the date of application;
(v)  a statement regarding pending litigations, if any, involving the company.

(5) The notice under sub-section (1) or sub-section (2) of section 248 shall be in  Form STK 5 or STK 6, as the case may be, and be-
(i) placed on the official website of the Ministry of Corporate Affairs on a separate link established on such website in this regard;
(ii) published in the Official Gazette;
(iii)published in English language in a leading English newspaper and at least once in vernacular language in a leading vernacular language newspaper, both having wide circulation in the State in which the registered office of the company is situated, Provided that in case of any application made under sub-section (2) of section 248 of the Act, the company shall also place the application on its website, if any, till the disposal of the application.
(6) The Registrar of Companies shall, simultaneously intimate the concerned regulatory authorities regulating the company, viz, the Income-tax authorities, central excise authorities and service-tax authorities having jurisdiction over the company, about the proposed action of removal or striking off the names of such companies and seek objections, if any, to be furnished within a period of thirty days from the date of issue of the letter of intimation and if no objections are received within thirty days from the respective authority, it shall be presumed that they have no objections to the proposed action of striking off or removal of name.

(7)  The Registrar shall cause a notice under subsection (5) of section 248 of striking off the name of the company from the register of companies and its dissolution to be published in the Official Gazette in Form STK 7 and the same shall also be placed on the official website of the Ministry of Corporate Affairs.

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