STK-2 is the application a company files to have its own name removed from the register of companies. It is made under Section 248(2) of the Companies Act, 2013 read with the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.
It is the practical route for closing a company that has stopped trading. It is not, however, a way to escape pending compliance: the application is only accepted once the company's filings and liabilities are in order.
Who Can Apply
A company may apply under Section 248(2) where either of the following is true:
- It has failed to commence business within one year of incorporation; or
- It has not carried on any business or operation for the two immediately preceding financial years and has not applied for dormant status under Section 455.
The company must also have extinguished all its liabilities before applying. This is a genuine condition, not a formality: the indemnity and the statement of accounts both speak to it.
Who Cannot Apply
Rule 3 of the 2016 Rules excludes several categories outright. An application from any of these will not succeed:
- Listed companies
- Companies delisted for non-compliance with listing or other regulations
- Vanishing companies
- Companies under inspection or investigation, or where prosecution arising from it is pending
- Companies where notices under Section 206 or 207 have been issued and not disposed of
- Companies with an outstanding public deposit or in default of repayment
- Companies with charges pending satisfaction
- Companies registered under Section 8
The charges limb is the one that most often stops an otherwise clean application. If a CHG-1 charge was created and never satisfied on the MCA record, CHG-4 has to be filed and the charge closed before STK-2 is attempted.
Clear the Overdue Filings First
A company cannot apply with annual filings outstanding. Overdue AOC-4 and MGT-7 or MGT-7A must be brought up to date to the end of the financial year in which the company last carried on business.
Where a director's DIN has been deactivated for a missed DIR-3 KYC, that must be restored first as well: a deactivated DIN cannot sign the overdue forms, and an unsigned form cannot be filed.
Shareholder Approval
The application must be supported by a special resolution, or by the consent of 75% of the members in terms of paid-up share capital. Where a special resolution is used, MGT-14 follows in the ordinary way within 30 days.
Attachments
| Document | What it is |
|---|---|
| Form STK-3 | Indemnity bond, given by every director |
| Form STK-4 | Affidavit by every director |
| Form STK-8 | Statement of accounts, certified by a chartered accountant and made up to a date not more than 30 days before the application |
| Special resolution | Certified true copy, or the consent of 75% of members by paid-up capital |
| Bank closure evidence | Statement or certificate showing the company's accounts are closed |
| Regulatory NOC | Where the company is regulated, for example by RBI or SEBI |
The 30-day limit on STK-8 is a hard constraint on sequencing. Preparing the statement of accounts too early means redoing it, so it is usually the last document assembled before filing.
Fee
STK-2 carries a flat fee of ₹10,000. It does not vary with authorised share capital, and there is no late-fee concept, because the filing is voluntary rather than deadline-driven. You can confirm this and compare it against the other forms in the closure sequence on the MCA fee calculator.
What Happens After Filing
- The Registrar examines the application and the attachments.
- A public notice in Form STK-6 is issued inviting objections, and is published on the MCA portal, in the Official Gazette and in newspapers.
- If no sustainable objection is received, the Registrar strikes the name off and publishes notice in Form STK-7.
- The company stands dissolved from the date mentioned in the STK-7 notice.
Directors should note that striking off does not wipe out liability. Under Section 248(7), the liability of every director, manager and officer continues as if the company had not been dissolved, and may be enforced as though the dissolution had not taken place.
If a Company Was Struck Off Wrongly
Restoration is a separate remedy under Section 252, by appeal or application to the National Company Law Tribunal. An appeal against an ROC-initiated strike-off is generally made within three years, while an application by the company or a member or creditor who feels aggrieved may be made within twenty years. Restoration is a tribunal process, not an ROC filing, and the overdue annual filings have to be completed once the name is restored.
Before You Start
Most failed STK-2 applications fail on something visible in the MCA record before filing: an unsatisfied charge, a gap in annual filings, or a deactivated DIN on a signing director. Leagully reads the live MCA record for the entity and surfaces those blockers first, so the closure sequence is worked out before the statement of accounts is drawn up rather than after a resubmission. The MCA compliance checklist sets out what should already be on file.