Cost of Closing a Pvt Ltd Company in India

Last updated 18 October 2026 · Reviewed by CA Rinky Vishwakarma, Chartered Accountant

Who needs this

• Private Limited companies and OPCs with no business or operations for the last two financial years, or that did not start business within one year of incorporation
• LLPs that are no longer operating and need to close through Form 24
• Founders who want to stop annual ROC filings and the late fees that build up on them

What's included with Shunya

• CA handles the STK-2 filing on MCA21
• All ROC correspondence managed
• GST cancellation and tax clearance guidance
• 100% online, no office visit needed
• Exact quote before you pay

The government fee: Rs 10,000 for STK-2

The STK-2 form is the application for voluntary strike off under Section 248(2) of the Companies Act 2013. The government fee is Rs 10,000, payable online through the MCA21 portal at the time of filing. This fee is fixed regardless of the company's paid-up capital, turnover history, or number of directors. It is non-refundable — if the STK-2 is rejected due to a deficiency, the fee is forfeited and the application must be re-filed with a fresh payment.

Notarisation costs: indemnity bond and affidavit

STK-2 requires two notarised documents from each director: an indemnity bond (on a Rs 100 non-judicial stamp paper per director) and an affidavit (also on a Rs 100 non-judicial stamp paper per director). For a two-director company, this works out to Rs 400 in stamp paper. Notarisation charges vary by city — typically Rs 100–200 per document — adding another Rs 400–800 for a two-director company. Total notarisation cost: approximately Rs 800–1,200 for a standard two-director company.

CA certification: nil accounts and the closure balance sheet

STK-2 requires a CA-certified statement of accounts showing that the company has no assets and no liabilities as of the date of application (or showing assets and liabilities in balance with the indemnity bond covering any contingent claims). A practicing CA must certify this statement. The fee for this certification varies: for a simple nil-balance company that has already filed all returns, most CAs charge Rs 2,000–5,000 for the statement and certification. If the accounts for the current year need to be prepared from scratch (books of account not maintained), the cost will be higher.

Pending annual return filing fees: the big variable

This is where most of the cost variation comes from. The late filing fee for AOC-4 and MGT-7 is Rs 100 per day per form, calculated from the due date of each form to the date of actual filing. There is no upper cap.

To illustrate with a typical example: a company incorporated in 2021 that has not filed any annual returns for FY 2021-22, 2022-23, and 2023-24 — three years of overdue filings. AOC-4 for each year has a due date around 30 October (30 days after a deemed AGM date of 30 September). MGT-7 has a due date around 29 November (60 days after the deemed AGM date). By 2026, the late fees on these six forms (3 years × 2 forms) could easily total Rs 60,000–1,20,000 depending on the exact dates.

Additionally, if audited financial statements need to be prepared for each year — because the company did not maintain proper books — the auditor's fee for preparing and certifying three years of accounts could add Rs 10,000–30,000.

CA / professional service fee for the complete closure process

Most CAs and compliance firms charge a professional fee for managing the end-to-end closure process, over and above the out-of-pocket costs above. For a clean, fully compliant company, this fee typically ranges from Rs 5,000 to Rs 15,000. For a company with pending filings, a defunct GST registration, and multiple years of accounts to be prepared, the professional fee can reach Rs 20,000–25,000. This is the CA's fee for their time — drafting the board resolution, preparing the indemnity bond and affidavit, managing the MCA21 filing, and liaising with the ROC on any queries.

GST registration surrender

If the company has a GST registration, it must be cancelled. The cancellation application and final GSTR-10 return carry no government fee, but the CA's time to file the final returns and close the registration is typically included in the overall professional fee or charged at Rs 1,000–3,000 additionally. If the company has pending GSTR-1 or GSTR-3B returns, those must be filed before cancellation can be processed — add Rs 500–1,000 per outstanding return.

Total cost summary: two scenarios

Scenario A — Clean, fully compliant company (all returns filed, nil balance sheet):

STK-2 government fee: Rs 10,000. Indemnity bond and affidavit (2 directors): Rs 1,200. CA certification of accounts: Rs 3,000. CA professional fee (end-to-end): Rs 8,000. Bank account closure: typically free or nominal bank charges. Total: approximately Rs 22,000–25,000.

Scenario B — Company with 3 years of overdue filings:

STK-2 government fee: Rs 10,000. Notarisation: Rs 1,200. Late filing penalties (6 forms, 3 years): Rs 60,000–1,20,000 (variable, calculated on actual days overdue). CA preparation of accounts for 3 years: Rs 15,000–30,000. CA certification of closure accounts: Rs 3,000. CA professional fee: Rs 15,000–25,000. GST closure: Rs 2,000–5,000. Total: approximately Rs 1,06,000–1,84,200.

Why cheap online packages may not include what you need

Many online legal services platforms advertise company closure packages starting from Rs 3,000–5,000. These low-cost packages almost invariably include only the STK-2 filing service — the platform's fee for filling the form and submitting it on the portal. They do not include: the Rs 10,000 government fee (which you pay separately), any pending annual return filing fees, preparation of overdue accounts, GST closure, income tax return filing, or notarisation. When the actual compliance state of the company is factored in, the total cost almost always far exceeds the advertised package price. A CA who quotes a single all-in price after reviewing the company's compliance status will give a more accurate picture.

This article is for general information only. For your specific situation, consult a practicing CA.