Winding up or closure of private limited company under Companies Act, 2013

MCA has notified new rules i.e. Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 on 27th December 2016 prescribing rule for winding up or closure of private limited company under companies act 2013.

Following are the few important rules of such Notified Rules.

1. Removal of name of company from Register by ROC on sue-moto basis.

ROC may remove Company’s name from Register on sue-moto pursuant to Section 248(1) of Companies Act, 2013.

2. Application for removal of name of company

An application can be made by Company for removing its name from Register under Section 248(2) of the Act by submitting Form STK-2 along with Fees of Rs 5,000/-.

Such application shall be accompanied by following documents

• Indemnity Bond duly notarised by every Director of the company in Form STK-3
• Statement of Accounts certified by Chartered Accountant
• An Affidavit from every Director of the company in Form STK-4
• Special Resolution duly signed by all the Directors of the company or consent of 75% of shareholder as on date of application
• Statement regarding pending litigations, if any, involving Company

3. Form STK-2 shall be signed by Director duly authorised by the board of Directors.
4. Form STK-2 shall be certified by CA/CS/CWA in practice
5. The notice under sub-section (1) or sub-section (2) of section 248 to be published by MCA shall be in Form STK 5 or STK 6 respectively. Company shall also be required to place the application on its website till its disposal.
6. Rules has specifically mentioned that in case of Foreign National / NRI, Indemnity Bond and declaration shall be notarised or apostilled or consularised.
7. Notice of striking-off shall be given by ROC in Form STK-7.
8. Any application or pending for striking off or Form-FTE filed with the Registrar of Companies prior to the commencement of these rules but not disposed of by such authority for want of any information or document shall, on its submission, to the satisfaction of the authority, be disposed of in accordance with the rules made under the Companies Act, 1956.

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