Learn everything about voluntary strike-off of a private limited company in India, Form STK-2 process, eligibility, penalties, required documents & FAQs.
Q1. What is a “Voluntary Strike-Off” process for a Private Limited Company?
A: It’s like giving your dormant company a formal goodbye! If your Private Limited Company never started operations or stopped doing business, you can apply to the Registrar of Companies (ROC) to remove it from the official register using Form STK-2.
Example: Think of it as deactivating a social media profile you no longer use—but legally and with a few more steps.
Q2. When is the company eligible for voluntary strike-off?
A: The company must meet these three key conditions:
No assets or liabilities
No ongoing legal proceedings
Closed bank accounts and GST registration
Example: If ABC Pvt. Ltd. was registered in 2020 but never opened a bank account or did any transactions, it qualifies—provided all closures and compliances are in order.
Q3. Can you skip ITRs if the company is dormant?
A: Unfortunately, no! Even dormant companies are expected to file Income Tax Returns (ITRs) unless officially struck off. Ignoring this can lead to penalties. Read official Income Tax FAQs
Section 270A of the Income-tax Act may impose penalties for non-filing—even if you never did business.
Q4. What are the worst-case penalty outcomes?
A flat penalty of up to ₹2.5 lakhs may be imposed, even if your business never operated. It depends on the officer’s discretion.
Key Insight: Early action and proper documentation can tilt the situation in your favor.
Q5. How do I reduce the risk of penalties before filing STK-2?
A: Take these proactive steps:
1. File ITRs (even if nil) to avoid default. File ITR Online – Official Website
2. Prepare a detailed representation stating the company was non-operational.
3. Attach documents: bank statements, GST cancellation certificate, board resolution.
Q6. Why is professional guidance so critical here?
A: A good CA:
✓Help you navigate gray areas
✓Draft strong representations
✓Assist in handling notices or clarifications from ROC/IT Dept.
Q7. What documents should be submitted with STK-2?
Checklist of Must-Haves:
Affidavit and indemnity bond by directors
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Copy of Board Resolution
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Statement of Accounts (no older than 30 days)
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ITR Acknowledgement
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GST Cancellation Proof
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PAN & COI copies
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Detailed representation letter
Pro Tip: The stronger your paper trail, the smoother the exit.
Q8. How to keep calm during the strike-off journey?
A:Remind yourself: You’re solving the issue, not running from it.
Lean on your CA or legal advisor—they’ve done this before.
Focus on closure and peace of mind—not perfection.
✅ Additional FAQs
Q9. How long does ROC take to strike off a company?
A: Typically 3–6 months, depending on document accuracy and ROC’s workload.
Q10. Can a company be revived after strike-off?
A: Yes, by filing an appeal with the National Company Law Tribunal (NCLT) within 20 years.
Q11. What happens to directors after strike-off?
A: Directors are relieved of compliance responsibilities but remain liable for past defaults, if any.
📌 Final Thought
Striking off your dormant company is a responsible and proactive move. With the right guidance and documents, it’s smoother than you think. And yes, the penalties may seem scary—but they’re often manageable with honest communication and professional support.
Need expert help with Form STK-2 filing and voluntary strike-off compliance?
CA Bhavesh Panpaliya at –