What is Form STK-2 and When is it Used?
Form STK-2 is filed under Section 248(2) of the Companies Act, 2013, to legally remove a company from the ROC register when it is no longer in operation. It provides a voluntary exit route for defunct companies.
When Can You Use STK-2?
You can apply for a strike-off if:
- The company has no outstanding liabilities.
- It has not carried out business for two or more financial years, or
- Voluntary closure is approved by shareholders.
Real-life example: A tech startup that incorporated in 2021 but never raised capital or started operations can file STK-2 in 2025 to avoid compliance burdens.
Why Should You Close a Non-Active Company in 2025?
Inactive companies still face annual compliance requirements. Keeping them open without business can result in:
- Unnecessary audit and filing costs.
- MCA notices and legal scrutiny.
- Director disqualification under Section 164.
- Reputational damage.
What are the Eligibility Criteria to File STK-2?
| Eligibility Condition | Requirement |
| Type of Company | Private, OPC, or unlisted Public Company |
| No Pending Liabilities | Dues must be cleared with ROC, ITD, GST |
| No Business Activity | Dormant for at least two consecutive years |
| Resolutions Required | Board and Shareholder approval (special resolution) |
MCA Official Page on Strike Off
How to File STK-2 Form? Step-by-Step Guide
- Board Resolution: Pass a resolution approving voluntary closure.
- Clear All Filings & Liabilities: File all pending returns (MCA, Income Tax, GST, etc.).
- Special Resolution: Obtain shareholder approval in a general meeting.
- Prepare Documentation:
- STK-2 Form
- Indemnity Bond (Form STK-3)
- Affidavit (Form STK-4)
- Audited statement of accounts
- MOA/AOA
- PAN
- Online Filing on MCA Portal: Submit with DSC on MCA V3 Portal
- Pay Government Fees: ₹10,000 as per Companies (Removal of Names) Rules.
- ROC Review: ROC may seek clarification or additional documentation.
- Publication & Approval: Public notice is published. If no objection arises, the company is struck off.
What Documents Are Required?
- Certified copy of Board and Special Resolution
- Directors’ affidavits in Form STK-4
- Indemnity bond in Form STK-3
- Audited financials (not older than 30 days before filing)
- PAN and Aadhaar of directors
- Company incorporation documents
What are the Benefits of Filing STK-2?
- Legally exits business without court proceedings.
- Saves money on annual audits, MCA filings, and taxes.
- Directors and shareholders are protected from future liabilities.
- Closure is faster than liquidation or NCLT-based processes.
What are the Consequences of Not Filing STK-2?
- Disqualification of directors under Section 164.
- Penalty up to ₹1 lakh for company and officers (as per Rule 9).
- Government strike-off (suo-moto) without consent.
- Ineligible to start or direct other companies.
- Tax and ROC compliance continues despite no business.
What Challenges Can You Face While Filing STK-2?
- Clearance Delays from tax or GST departments.
- Incorrect Affidavit/Bond Formats can lead to rejection.
- Expired DSC tokens or e-form technical errors.
- Non-cooperation by directors/shareholders.
- ROC may raise objections for mismatch or omissions.
What is the Cost Involved?
| Particulars | Estimated Cost (INR) |
| Government Filing Fees (STK-2) | ₹10,000 |
| Professional Assistance (Optional) | ₹5,000–₹15,000 |
| Notary and Affidavit Charges | ₹500–₹2,000 |
| DSC Renewal (if required) | ₹1,000–₹2,000 |
Rates vary by service provider and company complexity.
Which Companies Can File STK-2?
Eligible:
- Private Limited Companies
- One Person Companies (OPCs)
- Unlisted Public Companies (if not under investigation)
Not Eligible:
- Listed Companies
- Companies under inspection, inquiry, or legal proceedings
- Section 8 Companies (NGOs)
- Companies with pending prosecutions or liabilities
Check the criteria on; MCA Circular on Eligibility Criteria
How Long Does It Take?
90–180 days after form submission, depending on:
- ROC workload
- Completeness of documentation
- Public objections or clarifications
Once approved, the ROC issues a strike-off confirmation.
Conclusion
If your business is inactive in 2025, Form STK-2 is the most efficient and legal way to exit. It avoids long-term compliance, penalties, and loss of DIN. Ensure eligibility, prepare accurate documents, and submit through the MCA portal for smooth closure.
Suggested Read :
Legal Consequences of Strike Off OPC
How to Close Pvt Ltd company in India?
Differences between Dormant & Strike off Companies
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