Private Limited Company Closure

Dissolve a Private Limited Company in India
Strike Off the Easy Way, 100% Online

Not running your company any more? Legal Terminus closes inactive private limited companies through voluntary strike-off under Section 248(2) of the Companies Act, 2013 — filing Form STK-2 with the ROC along with the indemnity bond, affidavit, and CA-certified statement of accounts. Striking off ends your annual filing burden and stops penalties from piling up. Our professional fee starts at ₹9,999 + GST. Government fees are billed separately at actuals.

Voluntary Strike-Off via Form STK-2

Stops ROC Penalties & Compliance Load

Indemnity Bond, Affidavit & Accounts Drafted

End-to-End ROC Coordination

2,000+

Companies closed

100% Online

End-to-end MCA filing

7+

Years of Compliance Expertise

CHOOSE YOUR PLAN

Close your private limited company at pocket-friendly prices

Strike-Off (STK-2)

₹17,999

₹9,999

+ Govt fee & GST extra

Eligibility check for Section 248 strike-off
Board resolution & special resolution drafting
STK-3 indemnity bond & STK-4 affidavit drafting
Statement of accounts (STK-8) coordination with CA
Form STK-2 preparation & ROC filing
Govt fee coordination (₹10,000) at actuals
Filing acknowledgement & status tracking

★ MOST POPULAR

Closure + Compliance Clean-Up

₹34,999

₹19,999

+ Govt fee & GST extra

Everything in Strike-Off (STK-2)
Pending annual filings (AOC-4 / MGT-7) brought up to date
Final income tax return (ITR-6) of the company
Bank account closure assistance
DIR-3 KYC of directors (if pending)
Liability extinguishment & NIL-asset confirmation
Dedicated compliance manager + reminders

✦ FULL-SERVICE

Full Exit Advisory

₹59,999

₹34,999

+ Govt fee & GST extra

Everything in Closure + Compliance Clean-Up
Closure-route advisory (strike-off vs voluntary liquidation)
Resolution of pending charges / ROC defaults
NOC coordination with regulatory authorities (if any)
Director & shareholder documentation handling
Response to ROC queries till strike-off is notified
Priority support till the name is struck off (STK-7)

Indicative Government & Out-of-Pocket CostsBilled at Actuals

The MCA strike-off fee and any pending-filing fees are charged over and above our professional fee. The total depends on how many annual filings are still pending and the documentation required — billed at actuals per the official MCA fee schedule.

Cost Head	Typical Range	Notes
Strike-Off Filing Fee (Form STK-2)	₹10,000	Fixed government fee payable to the MCA with the strike-off application
Pending Annual Filing Fees	₹300 – ₹600 per form	AOC-4 / MGT-7 for any year not yet filed, plus ₹100/day late fee if overdue
Affidavit & Indemnity Stamping	₹500 – ₹2,000	Stamp paper & notarisation for STK-3 (indemnity bond) and STK-4 (affidavit)
DSC (if expired / not available)	₹1,000 – ₹2,000	Digital Signature Certificate of director required to sign Form STK-2
CA Certification (STK-8)	Professional charge	Statement of accounts (not older than 30 days) certified by a Chartered Accountant
Total Out-of-Pocket (typical)	₹10,000 – ₹15,000	Govt. fee billed at actuals; varies with pending filings & documentation needs

TERMS & CONDITIONS

By subscribing to the above plans, you agree to abide by our following additional terms and conditions

Professional Fee Only: All quoted prices cover professional services — eligibility assessment, drafting of resolutions, indemnity bond, affidavit, and Form STK-2 filing. They are exclusive of MCA government fees, stamp duty, and out-of-pocket costs.
Government Fees Payable Separately: The MCA strike-off fee (₹10,000), any pending annual-filing fees and late fees, and stamping/notarisation charges are payable to the authorities and reimbursed at actuals.
GST on Our Fee: All quoted prices are exclusive of GST @ 18%, charged at checkout.
Eligibility for Strike-Off: Section 248 voluntary strike-off is available only if the company has either not commenced business, or has not carried on business for the two preceding financial years and has not applied for dormant status. We confirm eligibility before filing.
Liabilities Must Be Extinguished: Before strike-off, the company must clear all its liabilities. The directors give an indemnity (STK-3) and affidavit (STK-4) to this effect, and remain personally liable for any liability that subsists after strike-off. Accuracy of these declarations is the directors' responsibility.
Up-to-Date Filings Required: All overdue annual returns and financial statements must generally be filed before or along with the strike-off application. Pending-filing fees and late fees are additional and billed at actuals.
Companies That Cannot Be Struck Off: Listed companies, companies with pending charges, prosecutions, inspections/investigations, or those that are otherwise ineligible under Section 249 cannot use this route. Such cases may require voluntary liquidation under the IBC, 2016 instead, which we advise on separately.
Outcome Subject to ROC: Strike-off is approved by the Registrar of Companies after a public notice (STK-5/STK-6) and objection period. Legal Terminus prepares and files a complete application but cannot guarantee approval or a specific timeline, which is at the ROC's discretion.
Out-of-Scope Items: Voluntary liquidation under the IBC, NCLT winding-up, valuation, dispute or creditor settlement, tax assessments/litigation, asset disposal, and revival of a struck-off company are not included and quoted separately.

Private Limited Company Closure by Legal Terminus

Legal Terminus Priority ⚖

Closing a company looks like one form — but an STK-2 filed with pending returns, unextinguished liabilities, or a wrong eligibility call gets rejected, and the penalties keep growing while it sits. Priority is what happens when a compliance expert owns the closure from eligibility check to the name being struck off.

What you get

⚡A clear eligibility check up front — strike-off vs voluntary liquidation — so you choose the right, lawful exit route before spending a rupee.
✅Pending annual filings and the final ITR brought up to date, because the ROC will reject a strike-off that leaves compliance gaps.
✅Properly drafted special resolution, STK-3 indemnity bond, STK-4 affidavit, and CA-certified STK-8 accounts — the documents that make or break the application.
🔄Bank-account closure and liability clean-up handled so the directors' indemnity is genuinely safe to sign.
📑Full ROC coordination — responding to queries and tracking the public notice — until the company is struck off and notified in STK-7.

Important Notes

Doing nothing is the costliest option. An inactive company that simply stops filing keeps accruing ₹100/day-per-form penalties, and its directors risk disqualification for five years. A clean strike-off stops the bleeding for good.
Liabilities must be truly extinguished. Directors sign an indemnity (STK-3) promising to settle any liability that surfaces after closure — and remain personally liable for it. We make sure the company's books, dues, and bank accounts are genuinely clean before you sign.
Eligibility is not automatic. The company must have either never commenced business or been inactive for two financial years, with no pending charges, prosecutions, or investigations. Companies with assets or disputes usually need voluntary liquidation under the IBC instead — we tell you which applies.
The ROC has the final say. After filing, the Registrar publishes a public notice (STK-5/STK-6) inviting objections before striking the name off. A complete, accurate application is the single biggest factor in a smooth, objection-free closure.

Consult a Closure Expert

Why Formally Close an Inactive Company

When a private limited company stops doing business, its legal obligations do not stop with it. Under the Companies Act, 2013, the company must keep filing its annual returns (MGT-7) and financial statements (AOC-4), hold board meetings, and complete director KYC every year — whether or not it earns a single rupee. The clean way out is a voluntary strike-off under Section 248(2): the company applies in Form STK-2 to have its name removed from the Register of Companies, and once the ROC strikes it off, it ceases to exist.

Simply abandoning a company is a costly mistake. Each unfiled AOC-4 and MGT-7 attracts a ₹100-per-day penalty with no cap, and continuous non-filing can disqualify the directors for five years and bar them from other companies. A formal closure stops the penalties permanently, frees the directors, and gives you a clean compliance record. For a company that never traded or has been dormant for years, strike-off is far cheaper and faster than letting the defaults accumulate.

Strike-Off vs Leaving It Inactive: The Honest Comparison

What happens when you formally close an unused company versus simply walking away:

Parameter	Formally Struck Off	Left Inactive / Abandoned
Annual Filing Duty	Ends permanently	Continues every year
Penalties	Stopped for good	₹100/day per form, no cap
Director Status	Clean & free to act	Disqualification up to 5 years
Company Existence	Legally dissolved	Exists with growing defaults
Future Incorporations	Unaffected	Blocked by disqualified DIN
Peace of Mind	Clean closure on record	Open-ended liability
Cost	One-time fee & filing	Compounding penalties

Ways to Close a Private Limited Company

01

Voluntary Strike-Off (Section 248)

The simplest and most common route for an inactive company. The company itself applies in Form STK-2 to have its name removed from the register — available where it has either never commenced business, or has not carried on business for the two preceding financial years. It needs no court process, only ROC approval, making it the fastest and most cost-effective way to close a dormant company.

02

Voluntary Liquidation (IBC, 2016)

The route for a solvent company that has assets and liabilities to settle before closing. An Insolvency Professional is appointed as liquidator, the assets are realised, creditors are paid, and the surplus is distributed to shareholders before the company is dissolved by the NCLT. It is more involved than strike-off but is the correct path when there is value to wind down properly.

03

Striking Off by the ROC (Suo Motu)

The Registrar can also strike off a company on its own motion — typically where the company has failed to commence business within a year of incorporation or has not filed returns for an extended period. While the end result is removal from the register, it is not a clean, controlled exit and usually comes with director disqualification, so a voluntary strike-off is always preferable.

Benefits of Formally Dissolving Your Company

Closing an unused company the right way is not just paperwork — it stops penalties, protects the directors, and draws a clean legal line under a venture that has run its course.

End the Annual Compliance Burden

Once struck off, the company no longer has to file AOC-4, MGT-7, income tax returns, or hold board meetings. You stop paying for filings and professional fees on a company that earns nothing.

Stop Penalties Permanently

Pending annual filings accrue ₹100 per day, per form, with no upper limit. A formal closure halts these escalating penalties for good, instead of letting them silently compound year after year.

Protect the Directors

Persistent non-filing can disqualify directors for five years and block them from running or starting other companies. A clean strike-off keeps the directors compliant and free to pursue their next venture.

Low Cost vs Liquidation

For a dormant company with no assets or liabilities, strike-off is dramatically cheaper and faster than a full voluntary liquidation — no liquidator, no court process, just a clean ROC filing.

A Clean Legal Closure

Strike-off gives you a definitive, on-record end to the company's existence — closing the chapter properly rather than leaving a defunct entity with open-ended liability hanging over you.

Free Up Time & Headspace

No more tracking deadlines, chasing filings, or worrying about notices for a business you have moved on from. Closing it formally lets you focus entirely on what you are building next.

Company Strike-Off Process — Step by Step

Six steps from eligibility check to dissolution. Liabilities cleared, documents drafted, and Form STK-2 filed with the ROC.

1

Eligibility Check & Board MeetingStep 1

We confirm the company qualifies for strike-off under Section 248 — never commenced business, or inactive for two financial years, with no pending charges, prosecutions, or investigations. A board meeting is then held to approve the closure and authorise the application.

2

Clear Liabilities & Close Bank AccountStep 2

All outstanding liabilities are settled and the company is brought to a nil-asset, nil-liability position. The company's bank account(s) are closed and a closure certificate obtained — a prerequisite before the directors can sign the indemnity.

3

Special Resolution & Member ConsentStep 3

A special resolution (or consent of at least 75% of members by paid-up capital) is passed approving the strike-off. We draft the resolution and the supporting documents, and file the resolution (MGT-14) where required.

4

Drafting Indemnity, Affidavit & AccountsStep 4

We prepare the STK-3 indemnity bond and STK-4 affidavit from each director, and coordinate the STK-8 statement of accounts (showing nil assets/liabilities) certified by a Chartered Accountant and dated within 30 days of the application.

5

Filing Form STK-2 with the ROCStep 5

Form STK-2 is filed with the Registrar along with all attachments and the ₹10,000 government fee. Any pending annual filings are completed first. We track the application and respond to any ROC query that arises.

6

Public Notice & Strike-Off (STK-7)Step 6

The ROC examines the application and issues a public notice (STK-5/STK-6) inviting objections. If none are sustained, the Registrar strikes the company's name off the register and publishes the notice of dissolution in Form STK-7 — the company now legally ceases to exist.

Documents Required to Dissolve a Private Limited Company

Get these ready and we'll take care of the rest

Company & Financial Documents

Incorporation, accounts & bank closure

Company Records

Core incorporation documents

Certificate of Incorporation (COI)
MOA & AOA of the company
PAN of the company

Statement of Accounts (STK-8)

Nil assets & liabilities

Statement of accounts dated within 30 days of filing
Certified by a practising Chartered Accountant
Confirmation of nil assets and nil liabilities

Bank Closure Proof

Company accounts must be closed

Bank account closure certificate
Final bank statement showing nil balance

Director & Approval Documents

KYC, indemnity & resolutions

Director KYC

For all directors

PAN & Aadhaar of all directors
Active DIN & DSC of the signing director
Updated mobile & email of directors

Indemnity & Affidavit

Signed by each director

Indemnity bond (Form STK-3) — drafted by us
Affidavit (Form STK-4) — drafted by us
Notarised on stamp paper

Resolutions & Consents

Approving the closure

Board resolution approving strike-off
Special resolution / consent of 75% members
NOC from regulatory authority (if applicable)

Dissolve a Private Limited Company — FAQs

Got questions? We've got answers — straight, no-BS, legally accurate.

Dissolving a company means legally ending its existence so that it is removed from the Register of Companies maintained by the MCA. The most common route for an inactive company is a voluntary strike-off under Section 248(2) of the Companies Act, 2013, where the company applies in Form STK-2 and the ROC strikes its name off the register.

A company can apply for voluntary strike-off if it has either not commenced any business since incorporation, or has not been carrying on any business for the two immediately preceding financial years and has not applied for dormant status. It must also have no pending liabilities, charges, prosecutions, or investigations.

Listed companies, companies with pending charges or unpaid liabilities, companies under prosecution, inspection, or investigation, and certain other categories under Section 249 cannot use the strike-off route. Companies that still have assets and liabilities to settle generally need voluntary liquidation under the IBC, 2016 instead.

Form STK-2 is the application for removal of a company's name from the register, filed with the ROC. It is accompanied by the indemnity bond (STK-3) and affidavit (STK-4) from each director, a CA-certified statement of accounts (STK-8) not older than 30 days, the special resolution or members' consent, and the bank account closure proof.

The MCA fee for filing Form STK-2 is ₹10,000. In addition, any pending annual filings (AOC-4, MGT-7) must be completed first and carry their own fees and late fees, and there are minor stamping/notarisation costs for the indemnity and affidavit. These government and out-of-pocket costs are separate from our professional fee.

Yes. The ROC expects the company's filings to be up to date before it will strike it off. Overdue annual returns and financial statements generally need to be filed (with applicable late fees) so the company can demonstrate a clean compliance position before the strike-off application is accepted.

After a clean strike-off, the directors are free of the company's ongoing compliance obligations. However, they remain personally liable, through the indemnity bond, for any liability of the company that subsists or surfaces after dissolution — which is why it is essential that all liabilities are genuinely extinguished before filing.

After Form STK-2 is filed, the ROC examines it and publishes a public notice (STK-5/STK-6) inviting objections, typically for around 30 days. If there are no sustained objections, the company is struck off and the dissolution is notified in Form STK-7. The overall timeline commonly runs a few months, depending on ROC processing and how clean the filings are.

We assess your eligibility, bring any pending filings up to date, help clear liabilities and close the bank account, draft the resolutions, indemnity bond, affidavit, and coordinate the CA-certified accounts, file Form STK-2 with the ROC, and handle queries through the public-notice stage until the company is struck off and notified in STK-7. Book a free consultation to get started.

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