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Decoding STK-2 – Closure of defunct companies
A company may, after extinguishing all its liabilities, by a special resolution or consent of seventy-five per cent members in terms of paid-up share capital, file an application in STK-2 to the Registrar of companies for removing the name of the company from the register of companies.
This Form can be filed only by an Active company or by a dormant company. Form STK-2 cannot be filed by a Section 8 company.
EForm STK-2 is required to be filed pursuant to Section 248(2) of the Companies Act, 2013 and rule 4, 5, 6 & 8 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 which are hereunder for our reference:
Section 248 (2): Without prejudice to the provisions of sub-section (1), a company may, after extinguishing all its liabilities, by a special resolution or consent of seventy-five per cent members in terms of paid-up share capital, file an application in the prescribed manner to the Registrar for removing the name of the company from the register of companies on all or any of the grounds specified in sub-section (1) and the Registrar shall, on receipt of such application, cause a public notice to be issued in the prescribed manner. Upon approval of this Form, status of the company shall be changed to ‘Struck off’ from the register of companies.
Provided that in the case of a company regulated under a special Act, approval of the regulatory body constituted or established under that Act shall also be obtained and enclosed with the application.
Rule 4: Application for removal of name of company. -
(1) An application for removal of name of the company under sub-section (2) of section 248 shall be made in Form STK-2 along with the fee of five thousand rupees.
(2) Every application under sub-rule (1) shall accompany a no objection certificate from appropriate Regulatory Authority concerned in respect of following companies, namely –
i. Companies which have conducted or conducting non-banking financial and investment activities as referred to in the Reserve Bank of India Act, 1934 (2 of 1934) or rules and regulations thereunder;
ii. Housing finance companies as referred to in the Housing Finance Companies (National Housing Bank) Directions, 2010 issued under the National Housing Bank Act, 1987(53 of 1987);
iii. Insurance companies as referred to in the Insurance Act, 1938 (4 of 1938) or rules and regulations thereunder;
iv. Companies in the business of capital market intermediaries as referred to in the Securities and Exchange Board of India Act, 1992 (15 of 1992) or rules and regulations thereunder;
v. Companies engaged in collective investment schemes as referred to in the Securities and Exchange Board of India Act, 1992 (15 of 1992) or rules and regulations thereunder;
vi. Asset management companies as referred to in the Securities and Exchange Board of India Act, 1992 (15 of 1992) or rules and regulations thereunder;
vii. any other company which is regulated under any other law for the time being in force.
(3) The application in Form STK 2 shall be accompanied by –
I.Indemnity bond duly notarized by every director in Form STK 3;
II.A statement of accounts containing assets and liabilities of the company made up to a day, not more than thirty days before the date of application and certified by a Chartered Accountant;
III.An affidavit in Form STK 4 by every director of the company,
IV.Copy of Board resolution authorizing the filing of this application;
V. A copy of the special resolution duly certified by each of the directors of the company or consent of seventy five per cent of the members of the company in terms of paid up share capital as on the date of application;
VI. Attested PAN card & Address proof of all the directors;
VII.A statement regarding pending litigations, if any, involving the company.
- Copy of order of the concerned regulatory authority, if any, approving the filing of this application;
IX.Copy of relevant order for delisting, if any, from the concerned Stock Exchange
X.Other attachments as per applicable Rule
XI.Optional attachment(s), if any.
The eForm should be certified by a chartered accountant (in whole-time practice) or cost accountant (in whole-time practice) or company secretary (in whole-time practice) by digitally signing the eForm.
Application by company to ROC for removing its name from Register of Companies Rs 5000/-.
On successful submission of the eForm STK-2, SRN will be generated and shown to the user which will be used for future correspondence with MCA.
When an eForm is approved/rejected by the authority concerned, an acknowledgement of approval/rejection letter along with related documents (if any) is sent to the user in the form of an email to the email id of the company.
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