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Company can file the application to registrar for removing its name from the Register of Companies and the also the Registrar may also initiate the process of removing the name of the Company suo moto.

Ministry of Corporate Affairs (MCA) by the Notification dated 26^th December, 2016, has enforced the provisions of Section 248 to Section 252 of the Companies Act, 2013 for the Removal of Names of Companies from the Register of Companies. And simultaneously, the MCA has also enforced Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 by another notification dated 26^th December, 2016. 

Now, the companies can file the application with the Registrar for removing their names from the Register of Companies under Section 248 (2) and the also the Registrar may also initiate the process of removing the name of the Companies from the Registrar of Companies suo-moto under Section 248 (1). Following is the procedure for removal of name of the company from the Register of Companies.

Removal of Name by the Registrar sue-moto : Registrar may send a notice in form STK-1 to the company and all its directors for showing his intention to remove the name of the company form the Register of the Company, where the Registrar as reasonable cause to believe that:

1. The company has not commenced its business within 1 year from the date of its Incorporation; or
2. The company:
   a. has not carried on any business or operation during the period of immediate preceding 2 financial years; and
   b. has not made any application within such period for obtaining the status of a dormant company; or
3. Initial capital (Subscription Money) not been deposited in the Company's Bank Account and the Declaration of Commencement of Business has not been filed within 180 days from the date of incorporation of Company;
4. The Company has not carried any of its business or operation, as revealed on the physical verification of RoC

With such notice from the Registrar, the Registrar shall request the company and its directors to send their representations along with copies of the relevant documents within 30 days from the date of the notice.

Application for Removal of Name by the Company: The Company under Section 248 (2) may also file an application in form STK-2 to the Registrar for removing the name of the company form the Register of Companies on the ground of specified under Section 248 (1), if the company has:

1. Extinguished all its liabilities; and
2. Consent of the Shareholders has been taken by way of Special Resolution or consent of 75% members in terms of paid-up share capital of the company.

Company cannot make application under Section 248 (2), at any time in the previous 3 months, if:

1. The company has changed its name;
2. The company has shifted its Registered office form one State to another (it will be allowed, if the company has shifted its office within the State or within two ROC of the same State);
3. Immediately before cessar of trade otherwise carrying on business, company has made disposal for value of property or right held by it for the purpose of disposal for gain in normal course of trading or otherwise carrying on the business;
4. The company is engaged in activity other than necessary for the purpose of making application under Section 248 (2) or deciding whether to do so or concluding the affairs of the company, or complying with any statutory requirements;
5. The company has made application to the Tribunal for sanctioning of compromise or arrangement and the matter has been finally concluded; or
6. The company is being wound up under Chapter XX of Companies Act or under the Insolvency and Bankruptcy Code, 2016

The Application in form STK-2 under Section 248 (2) shall be accompanied by the following documents:

1. NOC form the appropriate regulatory authority concerned;
2. Indemnity Bond in form STK-3 from all the directors;
3. A statement of accounts containing assets and liabilities as on the day not before 30 days from the date of this application and certified by the Chartered Accountant;
4. An affidavit in form STK-4 by every director;
5. Copy of Special Resolution duly certified by the directors or Consent from the members having 75% share of Paid up Capital.
6. A statement regarding pending litigation, if any,

Publication of Notice: On such application, the Registrar shall cause a public notice to be published:

1. On the website of MCA
2. In the Official Gazette
3. Published in English and one vernacular language newspaper having wide circulation in the State in which the Registered Office of the company is situated.

Where the company has made application under section 248 (2), the company shall also publish the application on its website till its disposal.

The Registrar shall also intimate the concerned authorities seeking their objections, if any, to be furnished within 30 days from the date of such intimation.

Notarisation, Appostilisation or consularisation is required for the Indemnity Bond and of Declaration in case of foreign nationals or Non-resident Indians.

Notice of Striking off and Dissolution of Company: The Registrar, after satisfying himself that sufficient provision has been made for the realization of all amount due to the company and for the payment or discharge of liabilities and obligations by the company, shall strike off the name of the company and the registrar shall publish the notice thereof in the Official Gazette in form SKT-7 and on publication of notice the company shall stand dissolved.

The notice shall also be published on the website of the MCA.

Effect of Dissolution: Where the Registrar has dissolved the company under section 248 (5), the company, on and from the date mentioned in the notice, shall cease to operate as a company and the Certificate of Incorporation (CoI) issued to it shall be deemed to have been cancelled from such date. However, even after such dissolution, the amount due to the company shall stand realizable and for the payment or discharge of the liabilities or obligation of the company.

These requirements are same as given under Fast Track Exit (FTE) Scheme under the Companies Act, 1956. The applications already pending before the Registrar under section 560 of the Companies Act, 1956 shall be disposed off under the provisions of the Companies Act, 1956.

 

 

For any further query and clarification, please contact us.

NOTE:

1. No application in Form No. STK-2 shall be filed by a company unless  Form No. AOC-4 or AOC-4 XBRL and Form No. MGT-7 , up to the end of the financial year in which the company ceased to carry its business operations;
2. If a company intends to file Form No. STK-2 after the action under sub-section (1) of section 248 has been initiated by the Registrar, it shall file all pending overdue returns in Form No. AOC-4 or AOC-4 XBRL and Form No. MGT-7 before filing Form No. STK-2;
3. If notice in Form No. STK-7 has been issued by the Registrar u/s 248(1), the company shall not be allowed to file an application in Form No. STK-2;