Company Strike Off & LLP Closure

Closing a company or LLP is sometimes the most sensible decision: the business never started, it has been inactive for years, plans have changed, or the cost of compliance no longer makes sense. Closing it properly matters as much as registering it. A company left to drift keeps accumulating filing obligations and fees, and its directors can be disqualified. We close companies and LLPs through the right route, cleanly and with the least effort for you.

Strike-off and LLP closure

• Company strike-off removes the company's name from the register kept by the Registrar of Companies, after which it ceases to exist.
• LLP closure removes a defunct LLP from the register on application by its partners.

Both are governed by the Companies Act, 2013 (section 248) and the LLP Act, 2008 with its rules.

When to consider closing

• The business never started
• It has been inactive for a long time
• It has no significant assets or liabilities
• Compliance costs outweigh any benefit of keeping it
• Restructuring or a change of plans
• Disagreements among shareholders or partners

Risks of leaving an inactive company open

• Annual ROC filings continue to fall due
• Additional fees of ₹100 a day per form keep growing
• Directors are disqualified if returns are not filed for three years
• Notices from the Registrar and tax authorities
• The Registrar can strike the company off on its own, with directors' details flagged

Eligibility for company strike-off

• No business for the two immediately preceding financial years and no application for dormant status, or business not commenced within a year of incorporation
• No assets and no liabilities, or a statement showing them settled
• Bank accounts closed
• No pending litigation, prosecution or investigation, and no pending dues to tax or other authorities
• Consent of shareholders holding 75% of the paid-up capital, or a special resolution
• Annual filings up to date, up to the end of the year in which the company stopped business

Eligibility for LLP closure

• No business for at least one year
• Assets and liabilities settled
• Consent of all partners
• No pending disputes or prosecution
• Form 8 and Form 11 filed up to the year in which business stopped

The company strike-off process

1. Review: check ROC filings, income tax compliance, liabilities and bank accounts, and fix any defaults first.
2. Settle and close: pay off liabilities and close the bank accounts.
3. Application in Form STK-2 with the government fee, an indemnity bond (STK-3) and affidavit (STK-4) from each director, a statement of accounts (STK-8) certified by a chartered accountant, and the shareholders' resolution or consent.
4. Public notice: the Registrar publishes a notice (STK-6) inviting objections, usually allowing 30 days.
5. Strike-off: if there are no objections, the Registrar strikes off the name and publishes a notice in the Official Gazette, after which the company is dissolved.

The LLP closure process

1. Check compliance: annual returns, statements of account and tax filings up to date.
2. Partners' consent: all partners approve the closure.
3. Application in Form 24 with a statement of account, declarations of nil assets and liabilities, and partners' affidavits and indemnities.
4. Registrar's approval: after notice, the LLP is struck off and dissolved.

How we help

• Assessment: whether strike-off, LLP closure or winding up is the right route
• Clearing defaults: completing pending filings before applying
• Documents and filing: all forms, affidavits, resolutions and statements
• Follow-up: with the Registrar until the name is struck off

Strike-off or winding up?

Strike-off is a simpler, faster route for companies with no business and no liabilities. A company with assets, creditors or disputes needs voluntary liquidation under the Insolvency and Bankruptcy Code or winding up by the Tribunal, which is a longer, formal process. We advise on the route that fits.

Common questions

How long does strike-off take?

Usually three to six months from filing, depending on the Registrar and whether objections are received.

Can directors be held liable after strike-off?

Yes. The liability of directors and shareholders continues as if the company had not been dissolved, which is why liabilities should be settled first.

Can a struck-off company be restored?

Yes, by application to the Tribunal within the time allowed, where the company was carrying on business or it is otherwise just to restore it.