Private Limited

Company Closure Procedure

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Private Limited Company Closure Procedure

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What is the Private Limited Company Closure Procedure? 

Private Limited Company Closure Procedure refers to the legal process of dissolving a company that is no longer in operation or has stopped business activities. It ensures that the company’s name is officially removed from the records of the Ministry of Corporate Affairs (MCA) under Section 248 of the Companies Act, 2013. This process, also known as strike-off, involves clearing all liabilities, settling accounts, and filing necessary documents like Form STK-2 with the Registrar of Companies (ROC). Closing a company properly helps avoid future penalties, legal obligations, and compliance issues.

Legal-Filing-Process-for-Private-Limited-Company-Closure

Who Needs to Close a Private Limited Company? 

  • Companies that have stopped business operations and do not plan to resume in the future.

  • Businesses that have not carried out any transactions or commercial activities since incorporation.

  • Companies that are financially inactive and unable to maintain annual compliance or pay ongoing expenses.

  • Businesses facing continuous losses and wish to discontinue operations legally.

  • Companies that were never operational after registration due to incomplete setup or funding issues.

  • Entities that want to restructure or start a new business under a different legal form or ownership.

  • Private Limited Companies whose directors mutually agree to close the business permanently.

When Should You Close a Private Limited Company? 

  • When the company has no business activity for more than two consecutive financial years.

  • When it becomes financially unviable to continue operations or maintain compliance.

  • When the shareholders or directors mutually decide to discontinue the business permanently.

  • When the company has no assets, liabilities, or pending legal cases and can be struck off easily.

  • When annual filings like AOC-4 and MGT-7 have not been submitted and the company wishes to avoid penalties.

  • When the company wants to restructure operations or register under a new business entity.

  • When it is better to legally close the company instead of keeping it inactive and non-compliant.

Why Choose Ebizfiling? 

Ebizfiling is a trusted platform for hassle-free Private Limited Company Closure services in India. Our experts handle the complete closure process, including documentation, ROC filings, and Form STK-2 submission, ensuring full compliance with the Companies Act, 2013. We provide dedicated support, transparent pricing, and timely updates at every stage. In addition to company closure, Ebizfiling also assists with LLP closure, OPC Strike Off and Partnership Firm Dissolution director resignation filings, GST cancellation, and post-closure compliance. To get started, contact our compliance manager at 09643203209 or email to us at info@ebizfiling.com for personalized assistance.

Pvt Ltd Company Closure Charges 

Choose Your Package

ESSENTIAL

19999/-

(All Inclusive)

  • Wind up a company with no transactions since incorporation
  • Preparation of Statement of Accounts
  • Preparation of Indemnity Bond
  • Preparation of Affidavits
  • Documents preparation

ENHANCED

22999/-

(All Inclusive)

  • Wind up a company with no transactions since incorporation
  • 2 Directors' DIR 3 KYC
  • Form 20A Filing for capital upto INR 1 Lakh
  • Preparation of Statement of Accounts
  • Preparation of Indemnity Bond
  • Preparation of Affidavits
  • Documents preparation

ULTIMATE

28999/-

(All Inclusive)

  • Wind up a company with no transactions since incorporation
  • 2 Directors' DIR 3 KYC
  • Form 20A Filing for capital upto INR 1 Lakh
  • 2 DSC Application Class III Individual 2 Year Validity
  • GST Cancellation Application
  • Preparation of Statement of Accounts
  • Preparation of Indemnity Bond
  • Preparation of Affidavits
  • Documents preparation
  • Filing of GSTR-10 (Final Return)

 Advantages of Closing a Private Limited Company Legally 

Future Liabilities

 Legal closure ensures directors are free from any pending financial or statutory responsibilities

Prevents Penalties

Timely closure protects the company from future fines and non-compliance charges by the ROC.

Legal Clean Record

Proper strike-off helps directors maintain a clean record for future business registrations.

Annual Compliance

Closing the company eliminates the need for yearly ROC filings and audits.

Operational Costs

It prevents unnecessary expenses related to accounting, audits, and government filings.

Enables New Ventures

Directors can easily start a new business without the burden of inactive company records.

Avoids Legal Notices

A formal closure prevents the company from receiving ROC or tax authority notices.

Peace of Mind

It offers relief to promoters and directors by ending all ongoing compliance obligations permanently.

 Documents Required for Closing a Private Limited Company 

Documents for Closing a Private Limited Company 

  • PAN Card of the company

  • Certificate of Incorporation issued by the Registrar of Companies

  • Memorandum of Association (MOA) and Articles of Association (AOA)

  • Latest financial statements and bank closure certificate

  • Affidavit and indemnity bond by all directors

  • Consent letter and declaration from all shareholders and directors

  • Board resolution approving the closure and strike-off application

  • Proof of identity and address of all directors

  • Copy of the latest Income Tax Return (if filed)

  • Statement of accounts showing no assets or liabilities, certified by a Chartered Accountant

 Why is Private Limited Company Closure Important? 

Avoids Penalties

It prevents heavy fines and penalties for non-filing of annual returns or non-compliance with ROC.

Clears Liabilities

The closure process settles outstanding dues and clears all financial or legal obligations.

Peace of Mind

It formally ends the company’s existence, relieving directors from ongoing compliance and responsibilities.

Legal Compliance

Closing your company legally ensures compliance with the Companies Act and avoids future legal complications.

 Stepwise Process of Private Limited Company Closure 

1

Board Approval

2

Clear Liabilities

3

Prepare Documents

4

File Form STK-2

5

ROC Strike-Off Approval

 What Does Ebizfiling Do for Private Limited Company Closure? 

  • EbizFiling helps you verify eligibility and choose the correct method for closing your private limited company.

  • Our team prepares all required affidavits, declarations, and financial documents for ROC submission.

  • We assist in clearing liabilities and filing Form STK-2 with the Ministry of Corporate Affairs.

  • Experts coordinate with authorities until the final strike-off approval is issued.

  • You receive regular updates from a dedicated compliance manager throughout the process.

  • EbizFiling also offers related services such as LLP closure, GST cancellation, and company revival if needed.

For guidance or to start your company closure, contact us at  09643203209 or email info@ebizfiling.com

FAQs

FAQs on Private Limited Company Closure Procedure 

Get answers to all your queries

  • What is the Private Limited Company Closure Procedure?

    It is a legal process under Section 248 of the Companies Act, 2013, that allows a company to remove its name from the ROC records when it is inactive or non-operational.

  • Why should I close my private limited company legally?

    Closing legally ensures compliance with the MCA, prevents future penalties, and clears all liabilities against the company.

  • What are the ways to close a private limited company in India?

    A company can be closed voluntarily by filing Form STK-2 with ROC or through compulsory strike-off initiated by the Registrar.

  • When can a company apply for closure under Form STK-2?

    A company can apply when it has no assets, liabilities, or business activities for at least two financial years.

  • What is the cost of closing a private limited company in India?

    The government fee for Form STK-2 is ₹10,000, while EbizFiling offers complete closure packages starting from ₹2,499/-.

  • How long does it take to close a private limited company?

    The closure process usually takes 3–6 months, depending on the accuracy of documents and ROC verification timelines.

  • What documents are required for company closure?

    PAN, COI, MOA, AOA, financial statements, affidavits, indemnity bonds, and board resolutions are mandatory documents.

  • Can a company be closed if it has outstanding debts?

    No, all liabilities must be cleared before applying for closure; otherwise, the ROC will reject the strike-off application.

  • What happens after Form STK-2 is filed?

    After submission, the ROC reviews the application and publishes a public notice before striking off the company name.

  • Can I close my company if it never started operations?

    Yes, a company that has never commenced business can apply for voluntary strike-off under Section 248(2).

  • Is it necessary to hire a professional for company closure?

    Yes, professional assistance ensures correct documentation, compliance with MCA guidelines, and timely approval.

  • What if a company does not apply for closure but remains inactive?

    Inactive companies are marked as defaulters and may face penalties, director disqualification, or compulsory strike-off by ROC.

  • Can a company be reopened after being struck off?

    Yes, a struck-off company can be revived by filing an application to NCLT within 20 years of closure.

  • Are directors personally liable after company closure?

    Once the company is legally closed, directors are free from future liabilities, unless fraud or misconduct is found.

  • What is the difference between winding up and strike-off?

    Winding up is a lengthy court-driven process for companies with liabilities, while strike-off is a simpler method for inactive companies.

  • Do I need to file annual returns before closure?

    Yes, all pending filings must be completed before applying for strike-off to avoid rejection of the closure application.

  • Can ROC reject a closure application?

    Yes, if documents are incomplete, liabilities exist, or compliance requirements are not met, ROC may reject the request.

  • Is the PAN and TAN of the company cancelled after closure?

    No, these remain recorded but become inactive once the company is officially struck off from ROC records.

  • Can a company with bank accounts still open apply for closure?

    No, all bank accounts must be closed, and a closure certificate must be attached with the application.

  • How can EbizFiling help with company closure?

    EbizFiling manages the entire closure process, including document preparation, Form STK-2 filing, ROC coordination, and final strike-off approval.

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