Company Closure Options
| Method | Best For | Eligibility | Timeline |
|---|---|---|---|
| STK-2 (Fast Track Closure) | Dormant Pvt Ltd / OPC with no operations | No active business, no pending litigation, nil assets/liabilities | 3–6 months |
| LLP Closure (Form 24) | Inactive LLP with nil/small liabilities | No operations for at least 1 year; nil or settled liabilities | 3–6 months |
| Voluntary Winding Up | Solvent companies with assets to distribute | Members' solvency declaration; liquidator appointed | 6–18 months |
| Dormant Company (Section 455) | Companies pausing operations temporarily | No significant accounting transaction in last 2 years; minimal compliance | 30–60 days |
| NCLT Winding Up | Insolvent companies; creditor-initiated closure | Just and equitable grounds; inability to pay debts | 1–3 years |
STK-2 — Fast Track Strike Off Process
Form STK-2 under Section 248(2) of the Companies Act 2013 allows directors to voluntarily apply for removal of their company from the ROC register. This is the fastest and most commonly used route for closing a dormant Private Limited Company or OPC.
Verify Eligibility for STK-2
Confirm that the company has: (1) not commenced business since incorporation, or has ceased business for 2+ years; (2) no outstanding dues to any creditor; (3) no pending litigation or court orders; (4) filed all pending ITRs and annual returns up to the date of application (all pending compliances must be cleared before applying). Directors must not be disqualified under Section 164.
Clear Pending Compliances
File all pending ROC annual returns (Form MGT-7/MGT-7A), financial statements (Form AOC-4) and Income Tax Returns before filing STK-2. Close all bank accounts and obtain a bank account closure certificate. Settle all outstanding PF, ESI, GST liabilities and close the GST registration.
Board Resolution & Affidavit
Pass a Board Resolution approving the application for strike-off. All directors must execute an Affidavit (on stamp paper) stating that the company has not been carrying on business and has no liabilities. Prepare a Statement of Accounts certified by a Chartered Accountant (not older than 30 days at the time of filing).
File Form STK-2 with ROC
File Form STK-2 on the MCA portal with: Board Resolution, Director Affidavits, Statement of Accounts (CA certified), Indemnity Bond (from each director), and copy of bank account closure certificate. Form STK-2 attracts a government fee of Rs. 10,000.
ROC Processing & Strike Off
The Registrar of Companies publishes a notice of the proposed strike-off in the Official Gazette and on the MCA website. If no objections are received within 30 days, the ROC issues the Strike Off Order under Section 248 — the company is removed from the register and dissolved. Directors' names are cleared from the struck-off company on the MCA portal.
LLP Closure — Form 24
Under Rule 37(1) of the LLP Rules 2009, an LLP that has been inactive (no business or income) for at least one year from the date of incorporation or from the date it ceased business can apply for closure through Form 24.
Documents Required
- Consent of all designated partners
- Statement of Accounts (CA certified, not older than 30 days)
- Affidavit by all designated partners confirming no liabilities
- Indemnity Bond from all designated partners
- Copy of authority to make the application (from partners meeting)
- Copy of LLP Agreement
Pre-filing Checklist
- File all pending LLP annual returns (Form 11) up to closure date
- File all pending financial statements (Form 8)
- Close bank accounts and get closure certificate
- Cancel GST registration if LLP had GST number
- Clear all PF, ESI and labour compliance dues
- Settle all loans, dues and receivables
GST Cancellation on Company Closure
When a company or LLP is being closed, its GST registration must be cancelled. This can be done simultaneously with or after the STK-2/Form 24 process.
Voluntary GST Cancellation
Apply for cancellation on the GST portal (Application of Cancellation — REG-16) after filing all pending GST returns. The final return (GSTR-10) must be filed within 3 months of cancellation date.
Warning: Input Tax Credit (ITC) on stock and capital goods must be reversed before cancellation.
Consequences of Not Cancelling GST
- Continued obligation to file NIL returns monthly
- Late fees of Rs. 20–50 per day per return
- Risk of suo motu cancellation with adverse remarks
- Personal liability of directors / partners for GST dues
Frequently Asked Questions
Close Your Company Properly in Pondicherry
An improperly closed company continues to accumulate compliance failures, late fees, director disqualification risks and tax liabilities — even when dormant. Our team handles the complete STK-2, LLP Form 24, GST cancellation and dormant company process for businesses in Pondicherry, ensuring a clean, legally compliant closure.