Documents required for company strike off in India (STK-2 checklist)

Last updated 17 October 2026

Why document preparation is the most critical step

The STK-2 filing itself takes less than an hour on the MCA21 portal. The work — and the risk — lies entirely in the documents. The ROC reviews all attachments before acknowledging the application. If any document is missing, in the wrong format, or contains an error, the application is either rejected outright or put on query hold. Some ROC offices require you to refile entirely; others allow a response to queries. Either way, a documentation error adds weeks or months to the process.

This article covers each mandatory document in detail — the exact format requirement, who must sign, and the most common mistakes that cause rejection. If you would rather have a CA prepare and file everything, see our Private Limited Company closure service.

Document 1 — Board resolution and special resolution (or 75% member consent)

The board resolution is the formal starting point of the strike off process. It must be passed at a duly convened board meeting, attended by all directors of the company (or by a quorum if the articles permit), and recorded in the company's minutes book. The resolution must specifically state: that the directors have considered the closure of the company; that the company has ceased to carry on business (or never commenced business); that the company has no outstanding liabilities; that the directors authorise a named director to sign and file Form STK-2; and that the directors authorise the execution of the indemnity bond and affidavit.

Common mistakes: the resolution is typed on plain paper without being recorded in the minutes book; the date of the resolution is after the date of the CA-certified accounts (the accounts date must be later than the board meeting date); one director's signature is missing.

The board resolution alone is not enough. Under Section 248(2) of the Companies Act 2013, the members must also approve the strike off, either by a special resolution passed at a general meeting or by the written consent of members holding at least 75% of the paid-up share capital. Rule 4 of the Removal of Names Rules requires a copy of the special resolution, certified by each director, or the member consents to be attached to STK-2. In a typical two-founder company where the founders are both directors and shareholders, this is a short extra-ordinary general meeting held right after the board meeting.

Common mistakes: filing with only the board resolution; consents signed by members who together hold less than 75% of the paid-up capital; the special resolution copy not certified by every director.

Document 2 — Indemnity bond by directors (Form STK-3)

The indemnity bond is a statutory requirement under the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016. It is executed in Form STK-3, on non-judicial stamp paper of the value prescribed by the state where the company's registered office is located. Stamp duty differs from state to state and is revised from time to time, so check the current rate for your state with your CA before you buy the paper.

The bond must be signed by all directors of the company (not just the authorised director), and it must be notarised by a notary public. The bond states that the directors jointly and severally undertake to pay any liabilities of the company that may arise after strike off. The Form STK-3 format must be followed exactly. Using a different format is a common reason for rejection.

Common mistakes: only one director signs instead of all; the bond is on plain paper without stamp paper; it is not notarised; the paid-up capital amount stated in the bond does not match the MCA records.

Document 3 — Affidavit by directors (Form STK-4)

The affidavit is a sworn statement in Form STK-4, executed by every director of the company, confirming that the particulars stated in Form STK-2 and the attachments are true and correct, that the company has no liabilities, and that the company has either not commenced business or has ceased operations for the required period. The affidavit must be sworn before a First Class Judicial Magistrate, a Notary Public, or an Executive Magistrate.

Common mistakes: the affidavit is signed by only one director when all should sign; the affidavit is not attested by the required authority; the contents do not match the details in the STK-2 form.

Document 4 — Statement of accounts certified by a CA

This is the most time-sensitive document in the set. The statement of accounts must show that the company has no assets and no liabilities as on the date of preparation. It must be prepared and certified by a practising Chartered Accountant — specifically, a CA who holds a valid Certificate of Practice (COP) issued by ICAI. The certification date must be within 30 days of the date of filing STK-2 on MCA21.

The statement must include a balance sheet as of the date of certification. It should confirm nil assets (the bank account should already be closed), nil liabilities, and nil share capital movement since the last filed balance sheet. The CA must sign and stamp the document with their membership number and COP number.

Common mistakes: the accounts are certified more than 30 days before the filing date; the CA who certifies is not a practising CA (associate members without COP cannot certify); the statement shows a small residual bank balance because the bank account has not yet been closed.

Document 5 — Bank account closure certificate

The company must close its current account before filing STK-2. The bank issues a closure certificate or a "No Dues / Account Closed" letter confirming that the account has been closed with a nil balance. This certificate must be on the bank's letterhead and should ideally bear the branch manager's signature and the bank seal.

If the company has multiple bank accounts (current accounts, fixed deposit accounts, savings accounts opened for any purpose), all accounts must be closed and individual closure certificates obtained. A common oversight is forgetting an old FD account or a sweep account linked to the current account.

Common mistakes: the closure certificate does not mention the account number; only the current account is closed but an FD or secondary account is active; the certificate is a self-generated letter from net banking rather than an official bank document.

Document 6 — Latest filed Income Tax Return (ITR)

A copy of the company's most recently filed income tax return must be attached. This serves as confirmation that the company is current with its IT filings and that the Income Tax department is not unaware of the closure application. If the company has never filed an ITR (for example, it was incorporated but never commenced business), this document may be replaced with a statement from the directors explaining that no ITR was filed because no business was conducted — but this should be discussed with your CA, as some ROC offices require at least a nil ITR to be filed first.

Common mistakes: the ITR copy does not include the ITR-V acknowledgement from the Income Tax portal; the latest year's return has not been filed even though the deadline has passed.

Document 7 — GST cancellation certificate (where applicable)

If the company had a GST registration, the GST registration must be cancelled before STK-2 is filed. The GST portal issues a Reference Number of Order (RNO) and a cancellation order when the registration is cancelled. This document must be attached. If the company never obtained GST registration (because its turnover was always below the threshold or it was incorporated but never commenced business), a declaration to this effect by the directors is typically sufficient.

Common mistakes: the GST cancellation application is filed but the cancellation order is not yet issued; the company had a GST registration that was suo motu cancelled by the GST department for non-filing, but the cancellation order was never retrieved from the portal.

Document 8 — DSC of the authorised director

The STK-2 form on MCA21 must be digitally signed using the Digital Signature Certificate (DSC) of the director authorised by the board resolution. The DSC must be a Class 3 DSC (which is the standard for MCA filings). It must be valid (not expired) and registered on MCA21 against the director's DIN. At least one other director's DSC must also be affixed on the form as a co-applicant signature.

Common mistakes: the DSC is expired and the director did not notice; the DSC is registered against a personal PAN but not linked to the DIN on MCA21; the DIN of one or more directors is deactivated due to non-filing of DIR-3 KYC — this is a common problem for dormant companies and must be resolved before filing.

The complete STK-2 document checklist

Before logging into MCA21 to file, verify that you have: (1) Board resolution — signed by all directors, dated, recorded in minutes book — plus a special resolution certified by each director, or consents from members holding at least 75% of the paid-up capital. (2) Indemnity bond in Form STK-3 — on stamp paper of the correct value for your state, signed by every director, notarised. (3) Affidavit in Form STK-4 — by every director, sworn before a notary or magistrate. (4) Statement of accounts — certified by a practising CA, dated within 30 days of filing, showing nil assets and nil liabilities. (5) Bank account closure certificate — for every account the company held, on official bank letterhead. (6) Copy of latest ITR with acknowledgement. (7) GST cancellation order — or a declaration if GST was never registered. (8) Valid Class 3 DSC of the authorised director and co-director, linked to active DINs on MCA21.

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