Strike Off Company in Delhi | File Form STK-2 Online

Fast Track Exit (FTE) Scheme in Delhi

The Fast Track Exit (FTE) Scheme is a simplified mechanism introduced by the Ministry of Corporate Affairs (MCA) to help defunct companies close quickly with minimal procedural requirements. For companies registered in Delhi under the Registrar of Companies (RoC Delhi), this scheme provides an efficient and legally structured way to exit the corporate framework without going through a lengthy winding-up process.

Under the FTE route, a company in Delhi can apply for voluntary strike-off if it:

• Has no assets and no liabilities

• Has not carried on any business operations for at least one year

• Has no pending litigations

• Has cleared all statutory dues and compliance filings

The primary objective of the FTE Scheme is to offer an easy exit to inactive or dormant companies that do not intend to continue business activities. Companies incorporated under the Companies Act, 1956 or 2013 including Private Limited Companies, One Person Companies (OPCs), and certain Public Companies are eligible to apply.

However, the following Delhi-based companies are not eligible under this scheme:

• Listed companies

• Section 8 (non-profit) companies

• Companies with outstanding loans or creditor dues

• Companies under investigation or regulatory inquiry

• Companies with pending tax liabilities

To initiate the Fast Track Exit process in Delhi, the company must file Form STK-2 with the Registrar of Companies through the MCA portal. The application must be accompanied by:

• Indemnity Bond (STK-3)

• Affidavit by directors (STK-4)

• Statement of Accounts (certified by a Chartered Accountant, not older than 30 days)

• Board Resolution approving strike-off

Once the RoC (processed centrally through C-PACE) verifies the documents and confirms that all eligibility conditions are satisfied, a public notice is issued in the Official Gazette inviting objections. If no objections are received within the prescribed period, the company’s name is struck off and it is legally dissolved.

For Delhi businesses that are no longer operational, the FTE Scheme provides a cost-effective, time-saving, and compliance-friendly route to company closure. However, it is crucial to ensure that all statutory filings, tax returns, and regulatory compliances are completed before applying, as non-compliance may lead to rejection or future restoration proceedings.

Legal Framework for Strike Off in Delhi

The strike-off process for companies registered in Delhi is governed by Sections 248 to 252 of the Companies Act, 2013, along with the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016. These legal provisions provide a structured and simplified mechanism for dissolving non-operational or defunct companies without undergoing a full-fledged liquidation process.

Under Section 248(2), a company can voluntarily apply for strike-off if it has not commenced business or has not carried out operations for the prescribed period and has cleared all liabilities. Sections 249 to 252 deal with restrictions, effect of strike-off, and restoration of a company, ensuring legal safeguards for stakeholders.

For companies incorporated under the Registrar of Companies (RoC Delhi), these provisions apply equally and ensure that the company is lawfully removed from government records after due process.

What is C-PACE for Company Strike-Off?

To further streamline the process, the Ministry of Corporate Affairs introduced the Centre for Processing Accelerated Corporate Exit (C-PACE) on April 17, 2023.

C-PACE functions as a centralized authority responsible for processing all voluntary strike-off applications filed through E-Form STK-2 across India, including companies registered in Delhi. Instead of individual RoCs handling strike-off applications separately, C-PACE ensures uniformity, faster processing, and centralized scrutiny.

Key features of C-PACE for Delhi companies:

• Centralized processing of Form STK-2 applications

• Faster approval mechanism

• Standardized verification procedures

• Reduced delays and administrative bottlenecks

• Online and digital processing system

C-PACE has territorial jurisdiction across India and acts as the sole authority for voluntary strike-off applications. This means that even if your company is registered in Delhi, the application is processed through this centralized exit framework.

By introducing C-PACE, the MCA has significantly improved efficiency in company closure procedures. It ensures that Delhi-based companies seeking voluntary closure can exit the corporate structure in a structured, transparent, and time-bound manner, provided all compliance requirements are fulfilled.

For businesses in Delhi that are no longer operational, C-PACE makes the STK-2 company closure process faster, more reliable, and legally streamlined.

Eligibility Criteria for Striking Off a Company in Delhi

The eligibility criteria for striking off a company in Delhi are governed by the provisions of the Companies Act, 2013, particularly Section 248(2), along with the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016. These provisions apply to companies registered with the Registrar of Companies (RoC Delhi) and seeking voluntary closure through Form STK-2.

A Delhi-based company can apply for strike-off if:

• It has not commenced business since incorporation;
  OR

• It has not carried out any business operations for the last two financial years and has not applied for dormant status.

In addition to inactivity, the company must satisfy the following essential conditions:

• There must be no pending litigations against the company.

• The company must have no outstanding liabilities, including loans, creditor dues, or statutory payments.

• There should be no active bank accounts with unutilized funds.

• All statutory filings, including financial statements (AOC-4) and annual returns (MGT-7), must be up to date.

Certain categories of companies in Delhi are not eligible for strike-off, including:

• Listed companies or delisted companies

• Section 8 (non-profit) companies

• Companies registered under special statutes

• Companies under investigation or inspection

• Companies with pending tax liabilities, disputes, or regulatory inquiries

The directors of the company must ensure that there are no outstanding obligations such as GST dues, income tax liabilities, provident fund payments, or other statutory dues before filing the strike-off application. Non-clearance of such liabilities may result in rejection of the application or future legal complications.

The strike-off application must be filed in Form STK-2 through the MCA portal (processed centrally via C-PACE) along with:

• Indemnity Bond (STK-3)

• Affidavit by directors (STK-4)

• Board Resolution approving strike-off

• Statement of Accounts certified by a Chartered Accountant (not older than 30 days from filing)

Once the application is verified and found compliant, a public notice is issued inviting objections from stakeholders. If no objections are received within the prescribed period, the company’s name is struck off from the Register of Companies, and it legally ceases to exist.

Strict adherence to all eligibility conditions is an important for Delhi companies to avoid rejection, penalties, or restoration proceedings under Section 252 of the Companies Act, 2013.

Documents Required for Voluntary Strike-Off of a Company in Delhi

When a company registered in Delhi decides to apply for voluntary strike-off under the Companies Act, 2013, it must file E-Form STK-2 through the MCA portal (processed via C-PACE) along with mandatory supporting documents. These documents ensure that the strike-off process is legally compliant and that all liabilities of the company have been properly settled before dissolution.

Below are the essential documents required for voluntary strike-off of a private limited company in Delhi:

1. Indemnity Bond in Form STK-3 (Duly Notarized)

All directors of the company must execute an indemnity bond in Form STK-3. Through this bond, the directors collectively undertake responsibility for any future liabilities that may arise even after the company is struck off. The document must be properly notarized to ensure legal validity.

2. Affidavit in Form STK-4 (Duly Notarized)

Each director is required to individually sign an affidavit in Form STK-4. In this affidavit, the directors declare that the company has no pending liabilities, no outstanding dues, and that the information provided in the strike-off application is true and correct. This affidavit must also be notarized.

3. Statement of Accounts in Form STK-8 (Certified by a Chartered Accountant)

The company must submit a statement of accounts reflecting its financial position. This statement confirms that all assets and liabilities have been settled. It must be certified by a practicing Chartered Accountant and should not be older than 30 days from the date of filing Form STK-2.

4. No Objection Certificate (NOC), If Applicable

If the company was engaged in regulated activities (such as NBFC, financial services, or sector-specific operations), a No Objection Certificate from the relevant regulatory authority may be required. Additionally, if there were secured creditors or lenders, their NOC may also be necessary.

5. Copy of Board Resolution

The company must attach a certified copy of the board resolution passed by the directors approving the proposal for voluntary strike-off and authorizing a director to file Form STK-2. This serves as proof that the decision has been formally approved at the board level.

6. Copy of Special Resolution

A special resolution must be passed by the shareholders (with at least 75% approval in terms of paid-up capital). A certified copy of this resolution must be attached with the strike-off application, confirming member consent for company closure.

7. Optional Attachments (If Required)

• Bank account closure confirmation

• Tax clearance certificates

• Regulatory approvals

• Creditor consent letters

• Any other supporting documents relevant to the application

Conditions for Striking Off a Company by RoC (C-PACE) in Delhi

For companies registered with the Registrar of Companies (RoC Delhi), the strike-off process can also be initiated by the authorities on their own (suo moto) through C-PACE under Section 248(1) of the Companies Act, 2013. This usually happens when the company appears inactive or non-compliant.

When Can RoC Delhi Strike Off a Company?

The RoC, through C-PACE, may remove a company from the register if it satisfies any of the following conditions:

• The company has failed to commence business within one year of incorporation.

• The company has not carried out any business operations for the last two financial years and has not applied for dormant status.

• The subscribers to the Memorandum have not paid the subscription amount agreed at the time of incorporation and have failed to file the required declaration within 180 days.

• Physical verification of the registered office reveals that the company is not carrying on any business activity.

In such cases, the RoC Delhi follows a structured process:

• Notice in E-Form STK-1 – A notice is issued to the company and its directors, giving 30 days to respond and provide justification.

• Public Notice in E-Form STK-5 – If no satisfactory response is received, a public notice is issued inviting objections from stakeholders.

• Final Dissolution in E-Form STK-7 – If no valid objections are raised, the company’s name is removed from the Register of Companies and published in the Official Gazette.

Once STK-7 is issued, the company officially ceases to exist.

Companies That Cannot Be Struck Off Suo Moto in Delhi

Certain companies registered in Delhi cannot be struck off by the RoC on its own initiative due to their legal status or ongoing proceedings. These include:

• Listed companies and delisted companies

• Vanishing companies

• Companies under investigation, inspection, or inquiry

• Companies facing ongoing prosecution

• Companies that have received notices under Sections 206 or 207 and whose matters are pending

• Companies with pending applications for compounding of offences

• Companies with outstanding public deposits or defaults in repayment

• Companies with unresolved charges or encumbrances

• Section 8 (non-profit) companies

Additionally, if a company in Delhi fails to respond to a suo moto strike-off notice issued by the RoC, it may lose the opportunity to apply for voluntary strike-off later. This ensures that companies address all statutory non-compliances and liabilities before closure.

For Delhi-based businesses, it is always advisable to opt for voluntary strike-off rather than waiting for RoC action, as proactive compliance reduces the risk of director disqualification and future legal complications.

Restoration of a Struck-Off Company in Delhi

A company registered with the Registrar of Companies (RoC Delhi) that has been struck off due to non-compliance, inactivity, or an administrative error can apply for restoration before the National Company Law Tribunal (NCLT). The restoration process enables the company to regain its legal status and continue its business operations.

Under Section 252 of the Companies Act, 2013, an appeal for restoration can generally be filed within three years from the date of the strike-off order. The application may be filed by the company, any director, shareholder, creditor, or any person aggrieved by the strike-off.

To initiate restoration in Delhi, an application must be submitted before the NCLT having jurisdiction over Delhi, along with valid reasons for restoration and supporting documents such as:

• Financial statements

• Compliance records

• Evidence of business operations

• Bank statements

• Affidavits and other relevant documents

If the NCLT is satisfied that the company was struck off unjustly or that restoration is necessary in the interest of stakeholders, it may pass an order for reinstatement.

After the NCLT passes the restoration order:

• The RoC Delhi updates the company’s status from “Struck Off” to “Active” in MCA records.

• The company regains its legal identity.

• It can resume business activities and enter into contracts as before.

However, restoration does not waive past non-compliances. The company must complete all pending statutory filings, pay penalties and additional fees, and regularize its compliance position.

Directors and shareholders must ensure strict compliance after restoration, as repeated non-compliance may result in penalties, director disqualification, or future strike-off action. Maintaining proper statutory compliance is essential to avoid unnecessary legal and operational disruptions in Delhi.