Company Strike Off, LLP Closure, Winding Up and NCLT Revival — Which Route Fits
Quick answer: A company that has not carried on business for two financial years and has no liabilities can apply to the Registrar for voluntary strike-off under Section 248(2) in Form STK-2, with an indemnity bond, director affidavits, a statement of nil liabilities and a special resolution or 75% member consent; after public notice the name is struck off. A company that wants to pause rather than exit can apply for dormant status in Form MSC-1 and file MSC-3 yearly. An LLP closes through the strike-off application in Form 24. A solvent company can also wind up voluntarily under the Insolvency and Bankruptcy Code, and a struck-off company can be revived by appeal to the NCLT under Section 252 within twenty years of the strike-off order.
Last verified 5 October 2026 — rules on this page checked against the current notifications. We update it the day a rule changes.
Choosing the exit route
| Situation | Route | Key condition |
|---|---|---|
| Inactive company, no assets or debts | Voluntary strike-off — Section 248(2), Form STK-2 | No business for the two preceding financial years; no pending liabilities; special resolution or consent of members holding 75% of paid-up capital |
| Want to keep the entity but stay inactive | Dormant company — Section 455, Form MSC-1 | No significant accounting transaction in the last two years; annual MSC-3 return and minimum directors |
| LLP no longer operating | LLP strike-off — Form 24 | LLP has stopped operations; partners' consent, nil liabilities, up-to-date LLP filings |
| Solvent company with assets and creditors to settle | Voluntary liquidation under the IBC | Declaration of solvency, creditor approval and a liquidator |
| Insolvent or contested | Winding up before the NCLT | Petition by the company, a creditor or the Registrar |
| Struck off by mistake or with a live asset | Revival — Section 252 appeal to the NCLT | Within twenty years of the Registrar's order |
Clearing the ground before you apply
- Close or settle every liability — tax, GST, TDS, employee dues, bank loans — and obtain no-dues proof; GST and PAN-related registrations are cancelled separately (see GST cancellation)
- File the outstanding annual returns where the Registrar requires them and keep the books closed to the cut-off date — see annual filing
- Close bank accounts after transferring the balance to shareholders as a capital distribution, and document it for tax purposes
- Sell or transfer assets; a company struck off with an undisclosed asset can be revived and the directors held responsible
What we do
- Exit-route selection, liability clearance checklist, STK-2/MSC-1/Form 24 filings, newspaper notice and Registrar follow-up
- Revival petitions for struck-off companies and clean-up of unfiled years; GST and income-tax closure alongside
Dates, forms and thresholds are quoted from the governing Act, rules and official portals; where a figure changes by notification or year, the page says so and we confirm it at filing rather than estimate.
Talk to us before you file anything
Frequently asked questions
What is voluntary strike-off of a company?
An application under Section 248(2) in Form STK-2 asking the Registrar to remove the company's name from the register because it has not carried on business for two years and has no liabilities.
Who can apply for strike-off?
A company that has not carried on business for the two immediately preceding financial years, has no pending liabilities, and has passed a special resolution or obtained consent of 75% of members by paid-up capital.
What is a dormant company?
An inactive company or one holding an asset or IP that applies in Form MSC-1 under Section 455 to keep its status and files MSC-3 yearly.
How is an LLP closed?
By an application for striking off in Form 24 to the Registrar after the LLP stops operations, settles liabilities and obtains partner consent.
Can a struck-off company be revived?
Yes — an appeal to the NCLT under Section 252 within twenty years of the Registrar's order, if the strike-off was unjust or the company still has a live asset or liability.
Is winding up the same as strike-off?
No — winding up is a formal liquidation that realises assets and pays creditors under the IBC or the NCLT, while strike-off simply removes the name of an inactive, debt-free company.
Do directors remain liable after strike-off?
Yes — the indemnity bond and affidavits mean liabilities that surface later can be pursued against the directors and members.
What happens to GST and PAN registrations?
They must be cancelled or closed separately; the Registrar's order does not close tax registrations.