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Company Closure in India

complete guide to
company closure

20 expert articles on closing a company in India for founders, directors, and CAs. Strike off, winding up, IBC liquidation, LLP/OPC/Section 8 closure, restoration, FEMA compliance, costs, timelines, and compliance — written and reviewed by practicing CAs.

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Article 1 of 20

How to close a Private Limited Company in India

The complete step-by-step process — from board resolution to MCA strike off order. What to do, in what order, and what happens if you skip a step.

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Article 2 of 20

What is the difference between striking off and winding up a company in India?

Strike off under Section 248 is the fast, low-cost route. Winding up under the Companies Act involves court orders and liquidators. Know which applies to your situation.

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Article 3 of 20

What is Section 248 of the Companies Act 2013?

Section 248 is the legal basis for striking off a company. Understand who can apply, what conditions must be met, and what the ROC can and cannot do under this section.

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Article 4 of 20

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

One missing document can get your STK-2 rejected. Here is the complete checklist — board resolution, NOC from tax department, indemnity bond, and more — with exact format requirements.

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Article 5 of 20

How long does it take to close a company in India?

Strike off via STK-2 typically takes 3 to 6 months from application to gazette notification. Know every stage, what causes delays, and the fastest legitimate path.

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Article 6 of 20

Can I close a company with pending loans or unpaid liabilities?

No. A company must have zero liabilities before filing STK-2. Know what counts as a liability, how to clear dues, and what happens if you try to file anyway.

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Article 7 of 20

What is the Fast Track Exit (FTE) scheme for company closure?

The Fast Track Exit scheme was replaced by the STK-2 process under the Companies Act 2013. Know the history, what changed, and how dormant companies can still use a simplified route today.

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Article 8 of 20

How to close an LLP in India (Form 24 process)

LLPs use Form 24 (not STK-2) to apply for strike off. Know the eligibility conditions, the exact documents required, filing fees, and how the process differs from closing a Private Limited Company.

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Article 9 of 20

LLP closure vs Private Limited Company closure — what is the difference?

LLPs and Private Limited Companies follow different forms, different authorities, and different timelines for closure. Know the key differences before you start the process.

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Article 10 of 20

How to close a dormant or inactive company in India

Inactive companies that have not commenced operations can use the simplified STK-2 route. Know the conditions, the annual filing obligations that still apply, and what to do if returns are already overdue.

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Article 11 of 20

Do I need to file pending annual returns before closing my company?

Yes, in most cases. ROC rejects STK-2 applications from companies with outstanding annual returns. Know exactly which filings you must clear, which can be waived, and the CFSS scheme that can help.

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Article 12 of 20

What happens to employees when a Private Limited Company is wound up?

Employees are preferential creditors in a winding up. Know the order of payment, how gratuity and provident fund are treated, the notice period requirements, and what founders are personally liable for.

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Article 13 of 20

Tax implications of closing a Private Limited Company in India

Closing a company triggers income tax, capital gains, and GST obligations. Know what tax clearances are required, how surplus distributed to shareholders is taxed, and the most common mistakes that attract a notice later.

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Article 14 of 20

What happens if the ROC suo motu strikes off my company?

The ROC can strike off a company without your consent if it has not filed annual returns for two or more years. Know what triggers this, what it means for directors, and how to get the company restored.

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Article 15 of 20

What is the cost of closing a Private Limited Company in India?

Government fees for STK-2 are low, but the total cost depends on pending filings, CA charges, and indemnity bond value. Know the full cost breakdown so there are no surprises mid-process.

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Article 16 of 20

What is voluntary liquidation under the IBC, and when is it the right route to close a company?

Solvent companies with assets to distribute or debts to settle can't use STK-2's zero-liability route. Know when the IBC's voluntary liquidation process is the right fit instead.

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Article 17 of 20

How to restore a struck-off company in India

The ROC struck off your company and you need it back — for a live contract, a frozen bank account, or an unpaid invoice. Know the Section 252 NCLT process, the evidence you need, and what it costs.

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Article 18 of 20

Closing a foreign-owned subsidiary in India: FEMA, RBI, and 15CA/15CB compliance

Repatriating residual funds to a foreign parent before you can file STK-2 needs a CA-certified 15CB, a 15CA filing, and AD bank clearance. Get the sequencing right before you start.

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Article 19 of 20

Post-closure checklist: what to do after your company is struck off in India

The gazette notification isn't the finish line. GST final returns, IEC surrender, state registrations, and record retention — the loose ends that don't close automatically.

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Article 20 of 20

How to close an OPC or Section 8 company in India

OPCs close through the same STK-2 route, just faster. Section 8 non-profits face a real restriction: assets can't go to members, and closure needs a receiving entity lined up first.

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