The document discusses the procedure for removing a company's name from the register of companies maintained by the Registrar of Companies (ROC). It can be done sua motu by the ROC or upon application by the company. Key steps include the ROC serving notice to the company, publishing notices, considering any representations, intimating other authorities to seek objections, and if no objections are received within 30 days, proceeding to remove the name and publish a dissolution notice. Forms like STK-1, STK-2, STK-3 must be filed, and special resolutions, indemnity bonds, and audited financial statements need to be provided.

1. leSSoN outliNe
– Introduction
– Legal framework dealing with the provisions
(B) Application by the Company
Register of LLP
– Liabilities of partners to continue after strike
– Restoration of LLP
– Procedure for making application to NCLT
– LESSON ROUND UP
– TEST YOURSELF

2. EP-SBEC
iNtroductioN
252 of the Companies Act, 2013 (“Act”) dealing with the provision for Removal of Names of Companies from
the
WayS oF StriKiNg oFF oF coMPaNieS
Suo moto by the ROC
Act
The provisions of Sections 248 to 252 of the Companies Act, 2013 with Companies Rules, 2016 deal with the
removal of names of companies from the Register of Companies.
company which has failed to commence its business within year of its incorporation or is not carrying on
any business or operation for a period of not made any application
within such period for obtaining the status of a dormant company under section 455
is
not carrying on any business or operations, the Registrar can suo moto after giving notice and opportunity
the name of the company from the register of companies, and publish notice thereof
of the company from the register of companies in the
publication of this notice in the
company with the ROC for removing its name
application along with necessary fees, the Registrar shall issue a public notice for intimating the
general public about the receipt of an application for removal of name of the company and giving a chance to the
creditors and general public to submit their objection, if any, to the proposed application. In case no objection is
received
therein and the company shall stand
dissolved.

3. a company is not carrying on any business or operation for a period of immediately preceding
the subscribers to the memorandum have not paid the subscription which they had undertaken to pay
its incorporation under section 10A(i). This provision is applicable to companies incorporated after 02nd
carried out under section 12(9) of the Act.
Before removal of the name of the company from the Register, the ROC is required to send a notice in Form
STK 1 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. Such a notice should contain the reasons for which the name of the company
is to be removed from the Register of Companies. Such a notice should be sent to all the directors of the
company at the addresses available on record, by registered post with acknowledgement due or by speed
post. On receipt of such a notice, the company and all the directors of the company are required to send their
representations along with copies of the relevant documents, if any, explaining the reasons as to why the name
of the company should not be removed from the Register of Companies. Such representations should be
given within a period of from the date of the notice.
International Security Printers Private Limited v. ROC Delhi dated 8th August, 2017
letter to be sent to the Company.
was in gross violation of the principles of natural justice as no opportunity for hearing was given before
taking the impugned step.
compliance of the mandatory provisions of Section 252 (4),(5),(6) of the Act which are a prerequisite for striking
petitioner company was restored in the Register of Companies maintained by the ROC.

4. EP-SBEC
Procedure to be followed by ROC for striking of the name of the company on suo motu
Service of notice by ROC
Reply to the notice from the company
Consideration of the representation made by the company
Intimation to regulatory authorities
Provision for realisation of amount due
Notice of dissolution of the company by the ROC
The ROC is required to send a notice in Form STK 1 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. Such a notice shall contain the reasons on the basis of which the name of the company
is to be removed from the Register of Companies. Such a notice should be sent to all the directors of
the company at the addresses available on record, by registered post with acknowledgement due or by
speed post.
On receipt of such a notice, the company and all the directors
of the company, are required to send their representations along with copies of the relevant documents,
if any, explaining the reasons as to why the name of the company should not be removed from the
Register of Companies. Such a representation should be given within a period of thirty days from the
date of the notice.
The ROC will consider the
company.
The notice for removal of the name of the company should
(iii) published in Form No. STK 5A in English language in a leading English newspaper and at least
once in vernacular language in a leading vernacular language newspaper, both having wide
Such a publication is required to be given for the information of the general public in order to enable
companies from the Register of Companies and requiring them to send their objection to the ROC
within thirty days from the date of publication of the notice
the names of company should be sent to the Income-tax authorities, central excise authorities and
service-tax authorities having jurisdiction over such a company. Such intimation should be given to
enable the authorities to give their objections, if any. Such objections are required to be given within a

5. period of thirty days from the date of issue of the letter of intimation.
After expiry of thirty days from the date of issue
of the letter of intimation, if there are no objections received within thirty days from the general public or
respective authority and unless cause to the contrary is shown by the company, the ROC can proceed
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. The ROC can obtain necessary undertakings
from the managing director, director or other persons in charge of the management of the company.
Notwithstanding the undertakings, 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.
After the expiry of the time mentioned in the
the name of the company from the Register of Companies and its dissolution should be published in
of Companies. There are many companies which are registered with ROC but due to various reasons they are
the Register of Companies. The procedure of this exit is now governed under section 248(2) of Companies Act,
2013 read with Rule 4 of the Companies (Removal of Names of Companies from the Register of Companies)
Rules, 2016. This act is a speedy way to close down a company being non–operational over a period of time.
Subject to the provisions of section 248 (2) of companies Act 2013 read with Rule 4 of the Companies (Removal
application for removal of name of company from the Register of companies.
(i) Listed Companies
(ii) Companies registered under section 8
(iii) Companies having charges which are pending for satisfaction
(vi) 1
Vanishing Companies
(vii) Companies that have been delisted due to non-compliance of listing regulations or listing agreement or
the Registrar of Companies or Stock Exchange, and none of its directors are traceable

6. EP-SBEC
(viii) Companies where inspection or investigation is ordered and being carried out or actions or such order
are yet to be taken up or were complete but prosecutions arising out of such inspection or investigation
are pending in the court.
(ix) Companies which have accepted public deposits which are either outstanding or the company is in
(x) Companies where notices under section 234 of CA 1956 or 206 or 207 of the CA 2013 have been
issued by the Registrar or Inspector and reply thereto is pending or report under section 208 is pending
or where any prosecution arising out of such inquiry or scrutiny, if any, is pending with the court.
(b) Where a company is not carrying on any business or operation for a period of two immediately
(c) the subscribers to the memorandum have not paid the subscription which they had undertaken to pay
days of its incorporation. This provision is applicable to companies incorporated after 02nd
November,
carried out under section 12(9).
Before making an application to the ROC for removal of the name of the company, the board of directors of the
company shall take all the steps necessary in order to extinguish all its liabilities. Approval of the shareholders
Register of Companies. 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.
i. Has changed its name or
iii. 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
iv. has engaged in any other activity except the one which is necessary or expedient for the purpose of
v. has made an application to the Tribunal for the sanctioning of a scheme of compromise or arrangement
vi. is being wound up under Chapter XX of the Companies Act, 2013 or under the Insolvency and
Bankruptcy Code, 2016.

7. the company or rejected by the ROC as soon as the above stated conditions are brought to notice. In case
rupees.
The board of directors of the company shall follow the following procedure for removal of name of the company
company from the Register maintained by the ROC, subject to the approval of the shareholders of the
Extraordinary General Meeting of the shareholder.
all its liabilities.
(iii) Every director of the company should sign and execute indemnity bond duly notarised by every director
the documents should be notarized or apostilled or consularised.
(iv) Company should get the statement of accounts in Form STK-8 containing the assets and liabilities
of the company made up to a day, not more than thirty days before the date of application. Such a
special resolution.
(vi) Within thirty days from the date of the passing of the special resolution in the General Meeting or after
(vii) Approval of concerned authorities is required in case of a company regulated by any other authority.
(viii) Thereafter, an application for removal of the name of the company shall be made in Form STK-2 along
with the fee of ten thousand rupees.
Housing Finance, SEBI etc.) Rule 4(2)
(b) 1
Indemnity Bond duly notarised by every Director in Form STK-3. However, in case of a government
company or a subsidiary of a government company, a duly notarised indemnity bond in Form
STK-3A shall be given by an authorised representative, not below the rank of Under Secretary or
its equivalent, in the administrative Ministry or Department of the Government of India or the State
Government, as the case may be, on behalf of the company.
from the date of application.
1. If the person is foreign national or non-resident Indian, the indemnity bond, and declaration shall be notarized or apostillised or
consularised.

8. EP-SBEC
as on the date of application.
format).
in Form No. AOC-4 (Financial Statement) or AOC-4 XBRL, as the case may be, and Form No. MGT-7
Form No. STK-2 after the action under sub-section
AOC-4 (Financial Statement) or AOC-4 XBRL, as the case may be, and Form No. MGT-7 (Annual
Form No. STK-2
STK-7 has been issued by the ROC pursuant to the action initiated under section 248(1).
(ix) E-Form STK-2 shall be signed by an authorized director.
in whole time practice or Cost Accountant in whole time practice.
(xi) Public notice by ROC
(c) 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
The company shall also place the application on its website, if any, till the disposal of the application.
(xii) Intimation to regulatory authorities
name of the company should be sent to the Income-tax authorities, central excise authorities and
service- tax authorities having jurisdiction over the company to seek their objections, if any, which shall
be furnished within a period of thirty days from the date of issue of the letter of intimation.
(xiii)
of intimation and unless cause to the contrary is shown by the company, if there are no objections
received within thirty days from the general public or respective authority, the ROC can proceed to
(xiv) Provision for realisation of amount due
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. The ROC can obtain necessary undertakings
from the managing director, director or other persons in charge of the management of the company.
The assets of the company should 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.

9. (xv) Notice of dissolution of the company
is regulated under a special Act which shall be attached to the application in form STK- 2. The said NOC is
(iii) insurance companies as referred to in the Insurance Act, 1938 (4 of 1938) or rules and regulations
(iv) companies in the business of capital market intermediaries as referred to in the Securities and Exchange
(v) companies engaged in collective investment schemes as referred to in the Securities and Exchange
(vi) asset management companies as referred to in the Securities and Exchange Board of India Act, 1992
(vii) any other company which is regulated under any other law for the time being in force.
company or rejected by the Registrar as soon as conditions under sub-section (1) are brought to his notice.
If a company stands dissolved under section 248, it shall on and from the date mentioned in the notice of
have been cancelled from such date except for the purpose of realising the amount due to the company and for
the payment or discharge of the liabilities or obligations of the company.
If it is found that an application by a company has been made with the object of evading the liabilities of the
company or with the intention to deceive the creditors or to defraud any other persons, the persons in charge
(i) be jointly and severally liable to any person or persons who had incurred loss or damage as a result of
(ii) be punishable for fraud in the manner as provided in section 447.
application.

10. EP-SBEC
and of every member of the company dissolved under section 248(5) of the Act, shall continue and may be
enforced as if the company had not been dissolved.
1 Form STK-1 Notice by ROC for removal
of name of a company from
the Register of Companies
Section 248(1) of the Companies Act,2013&
rule 3 of the Companies (Removal of Names of
Companies from the Register of Companies)
Rules, 2016
2 Form STK-2 Application by company to
ROC for removing its name
from register of Companies.
Section 248(2) of the Companies Act, 2013 &
Rule 4(1) of the Companies (Removal of Names
of Companies from the Register of Companies)
Rules, 2016.
3 Form STK-3 INDEMNITY BOND (to
be given individually
or collectively by every
director).
Pursuant to clause (i) of sub-rule (3) of rule 4 of
the Companies (Removal of Names of Companies
from the Register of Companies) Rules, 2016.
4 Form STK-4 AFFIDAVIT (to be given
individually by every
Director).
Section 248(2) of the Companies Act, 2013 &
clause (iii) of sub-rule (3) of Rule 4.
5 Form STK-5 PUBLIC NOTICE Section 248(1) & (4) of the Companies Act, 2013
& rule 7 of the Companies (Removal of Names
of Companies from the Register of Companies)
Rules, 2016.
6 Form STK-5A PUBLIC NOTICE Section 248(1) & (4) of the Companies Act, 2013
& rule 7(1) of the Companies (Removal of Names
of Companies from the Register of Companies)
Rules, 2016.
7 Form STK-6 PUBLIC NOTICE Section 248(2) & (4) of the Companies Act, 2013
& rule 7 of the Companies (Removal of Names
of Companies from the Register of Companies)
Rules, 2016.
8 Form STK-7
Dissolution.
Section 248(5) of the Companies Act, 2013&
rule 9 of the Companies (Removal of Names of
Companies from the Register of Companies)
Rules, 2016

11. revieW QueStioNS
Correct answer: False
(2) Notice is sent by the ROC in form STK 5
Correct answer: False
(a) Form STK-1
(b) Form STK-2
(c) Form STK-3
(d) Form STK-4
Correct answer: (b)
th
March, 2020 had launched a scheme called
Companies Fresh Start Scheme, 2020 or CFSS-2020 aimed at providing the defaulting companies with a one
time opportunity to make a fresh start. The scheme shall be applicable from 1st
April, 2020 to 30th
September,
i) apply to get themselves declared as Dormant Company under Section 455 of the Companies Act, 2013
said form.
This ensures that the inactive companies remain on the Register of ROC with least compliance requirements.
obtaining status of “Dormant Company” under section 455 of Companies Act, 2013 before the said scheme.
The ROC can suo moto,
case, the directors of such a company have no option but to approach National Comapny Law Tribunal (“NCLT”)

12. EP-SBEC
by making an appeal for the restoration of the name of the company in the Register of Companies maintained
248 to 252 of the Act read with Rule 87A of the NCLT (Amendment) Rules, 2017 and the Companies (Removal
of Name of Companies from the Register of Companies) Rules, 2016.
passed by ROC and if the Tribunal is of the opinion that the removal of name of company from the Register
may pass an order for restoration of the name of the company in the Register of Companies after giving a
reasonable opportunity of making representations and of being heard to the ROC, the company and all the
persons concerned.
The ROC may, within a period of three years from the date of passing of the order dissolving the company under
the basis of incorrect information furnished by the company or its directors.
Application to NCLT for restoration of the name of the company by Company or any member or creditor or
The Tribunal, on an application made by the company, member, creditor or workman, aggrieved by the company
(b) otherwise it is just that the name of the company be restored to the Register of Companies,
may order the name of the company to be restored to the Register of Companies. Further, the Tribunal may also
pass an order and give such other directions and make such provisions as deemed just for placing the company
and all other persons in the same position as nearly as may be as if the name of the company had not been
the date of the order and on receipt of the order, the ROC shall cause the name of the company to be restored
Facts stated by the petitioner (Company)
Now owing to favorable market conditions, since the management is interested to start a new project
for housing development, the directors and shareholders of the Company have come together and
decided to carry on business mentioned in the objective of the Company.

13. Decision of NCLT
ii. Or if any application comes from any member/workman with a grievance saying that this company was
directors and it is also not the case that this company is still carrying business. The basis for restoration is that
the market conditions are favourable and hence, the company wants to restore its name in the Register, which
is not permissible u/s 252(3). Thereby, the said petition had failed and was dismissed.
tHe regiSter oF liMited liaBility PartNerSHiPS
Similar to the provision of section 248 to 252 of the Companies Act, 2013 read with Companies (Removal of
Names of Companies from the Register of Companies) Rules, 2016 dealing with the provision for Removal of
Names of Companies from the Register of Companies, Section 75 of the Limited Liability Partnership Act, 2008
name of the Limited Liability Partnership from the Register of limited liability partnerships.
this amendment, LLP Form 24 has been introduced by the MCA to allow easy closure of a LLP by making an
In case of an existing LLP which is not carrying on any business or operation for a period of one year or more, it
can make an application in Form 24 to the ROC, with the consent of all partners of the limited liability partnership
limited liability partnership is not carrying on business or its operation, in accordance with the provisions of this
to the limited liability partnership and all its partners.
Subject to the provisions of section 75 of the Limited Liability Partnership Act, 2008 read with Rule 37 of Limited
Liability Partnership Rules, 2009 as amended from time to time, the ROC can suo moto remove the name of
the LLP from the Register in case a limited liability partnership is not carrying on any business or operation for a
period of two years or more and the ROC has reasonable cause to believe the same. In such a case, the ROC
Service of Notice by the ROC to the LLP
Reply to Notice
Consideration of the representation made

14. EP-SBEC
Publication of Notice
Provision for realisation of amount due
Notice of dissolution of the LLP
to send a notice to the LLP and all the partners of the LLP of his intention to remove the name of the
LLP from the Register of LLP. Such a notice shall contain the reasons for which the name of the LLP is
to be removed from the Register.
On receipt of such a notice, the LLP and all the partners of the LLP are required to
send their representations along with copies of the relevant documents, if any, explaining the reasons
as to why the name of the LLP should not be removed from the Register. Such a representation should
be given within a period of one month from the date of the notice.
The ROC will consider the representation made. If the
The
for the information of the general public for the period of one month. Such publication is required to
be given for the information of the general public in order to enable the general public to give their
to send their objection to the ROCr within one month from the date of publication of the notice.
After the expiry of the time limit of one month and unless cause
to the contrary is shown by the LLP, if there are no objections received, the ROC can proceed to strike
due to the limited liability partnership and for the payment or discharge of its liabilities and obligations by
the limited liability partnership within a reasonable time. The ROC can obtain necessary undertakings
from the designated partner or partner or other persons in charge of the management of the limited
liability partnership. Notwithstanding the undertakings, the assets of the limited liability partnership
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 limited liability partnership from the Register.
After the expiry of the time mentioned in the notice of one month
Subject to the provision of section 75 of the Limited Liability Partnership Act, 2008 read with Rule 37 of the
Limited Liability Partnership Rules, 2009, where a limited liability partnership is not carrying on any business or
operation for a period of one year or more, such a LLP can make an application for purpose of suo moto striking

15. 1. Calling and holding the meeting of the partners of LLP for making an application in Form 24for the
consent of all partners of the limited liability partnership should be obtained before making an application
which the limited liability partnership ceased to carry on its business or commercial operations should
3. Approval of concerned authorities should be obtained in case of a LLP regulated by any Special
Law.
as point 5(d) below. Thereafter, an application for striking of the name of the LLP shall be made in Form
(b) copy of acknowledgement of latest Income tax return, where the limited liability partnership has
changes thereof in cases where the LLP has not commenced business or commercial operations
since its incorporation
(i) that the Limited Liability Partnership has not commenced business or where it commenced
(ii) that the limited liability partnership has no liabilities and indemnifying any liability that may
(iii) that the Limited Liability Partnership has not opened any Bank Account and where it had
carried on any business since its incorporation, if applicable.
changes thereof in cases where the Limited Liability Partnership has not commenced business or
commercial operations since its incorporation.
(f) copy of detailed application- mention full details of LLP plus reasons for closure
(g) Copy of Authority to Make the Application- Duly signed by all the Partners
The date of cessation of commercial operation is the date from which the Limited Liability Partnership
ceased to carry on its revenue generating business and the transactions such as receipt of money from
debtors or payment of money to creditors, subsequent to such cessation will not form part of revenue
generating business.

16. EP-SBEC
6.
the information of the general public for the period of one month.
7. After the expiry of the time limit of one month and unless cause
to the contrary is shown by the LLP, if there are no objections received, the ROC can proceed to strike
8.
due to the limited liability partnership and for the payment or discharge of its liabilities and obligations by
the limited liability partnership within a reasonable time. The ROC can obtain necessary undertakings
from the designated partner or partner or other persons in charge of the management of the limited
liability partnership. Notwithstanding the undertakings, the assets of the limited liability partnership 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 limited liability partnership from the Register.
9. After the expiry of the time mentioned in the notice of one month
The liability of all designated partners of the limited liability partnership would continue and may be enforced as
if the limited liability partnership had not been dissolved.
th
March, 2020 and 30th
March, 2020 respectively, had launched a scheme called LLP Settlement Scheme, 2020 aimed at providing
ROC. The scheme shall be applicable from 1st
April, 2020 to 30th
September, 2020. However, the scheme is not
The ROC can suo moto
the name of the LLP from the Register, either inadvertently or due to incorrect information furnished by the LLP
or its partners.
In such a case, there is no relief provided in the Limited Liability Partnership Act, 2008 or in the Limited Liability
Partnership Rules, 2009 to restore the name of the LLP in the Register, hence, the partners of such a LLP have
restoration of the name of the LLP in the Register of LLP.

17. revieW QueStioNS
Correct answer: False
2. LLP can be restored after 20 years
Correct answer: False
3. The ROC can make an application for restoration of LLP
Correct answer: False
(a) Form 21
(b) Form 24
(c) Form 20
(d) Form 42
Correct answer: (b)
– The Registrar has suo moto power to remove the name of the company and LLP from the Register
after complying with the provisions of law. With a view to enable the defunct company / LLP to
remove their name from the Register, the provisions are made for such companies / LLP, providing
Register.
– The provisions of section 248 to 252 of the Companies Act 2013 provide an easy exit to companies
and are much speedy as compared to other modes of winding up under the Companies Act, 2013.
Even though the company can easily dissolve through this mode and get its name removed from
and may be enforced in the same manner as if the company had not been dissolved. In addition, by
its name in the Register and acquire ‘active’ status with the permission of NCLT within 20 years of

18. EP-SBEC
gloSSary
A company which has failed to commence business operations within one year
from the date of registration without any proper reason, which is beyond the
control of the company or where a company has no assets or liabilties. Again,
termed as a defunct company.
A company, registered under the Act or previous company law or any other
law for the time being in force and listed with Stock Exchange which has failed
none of its directors are traceable.
It is the date from which the Limited Liability Partnership ceased to carry on its
revenue generating business and the transactions such as receipt of money
from debtors or payment of money to creditors, subsequent to such cessation
will not form part of revenue generating business.
teSt yourSelF
(These are meant for re-capitulation only. Answers to these questions are not to be submitted for evaluation)