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A Company which has not started any business after its incorporation or not carrying on any business for a period of two years (Defunct Company) can make application to winding up the business and strike off its name from the register of companies

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Overview – Winding up or Closing of Defunct Company



Once registered with the Registrar of Companies (ROC), Ministry of Corporate Affairs (MCA), it is mandatory for the Company to file the regular returns with Registrar of Companies and other statutory authorities in time.

If the Company is defaulted in filing of regular returns with the Registrar of Companies, the Company and its Director are liable to face the penalties and prosecution process as per Companies Act 2013 also, the companies are liable for winding up by Registrar of Companies.

If the promoters are not intending to keep the company alive, they can file an application for closure of the company by removing its name from the register of the companies maintained by MCA.


There is no relaxation for compliance filing even if ‘Company is Not carrying any Business’. So, it is very important to ensure the filing in time or removal of Company’s name from the Registrar of Companies to avoid penalties and prosecution process.

The Following Companies can make application strike off its name from the register of companies as a Defunct Company.

–        Companies that are not started any business within one year of its incorporation

–        Companies that are not carrying on any business or operation for a period of two immediately preceding financial years

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Company Closing – Requirements

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Documentation of Closure of Company


File Closing Application


Close Company


Procedure for Winding up of Defunct Company

Prepare Application

Based on the information, closure application alone with indiminay board and affidavit prepared.

File Closure Application

After execution of documents, closure application is filed with MCA. Usually after 6 to 8 months MCA approve application and company name will be published for final closing

Final Closing

After the publication of name for closing of company by MCA, company will be closed and status of the company will change to strike off

Documents Required

Bank Statement and Filing

Close bank accounts and obtain closure certificate from bank. Also organize last year filings


  1. Bank Statement
  2. Last Year filing documents

Winding up of Defunct Company

No Assets

A company can apply for closure if all assets extinguished and with the consent of shareholders holding 75% shares in the company

Bank Account

Before making application, all bank account opened in the name of the company stand closed.

No Liability

All liabilities must be settled or waver certificate must be obtained from liability holders

What is the eligibility criteria for strike off the name?
The company which is has not started any business within one year of its incorporation or a company is not carrying on any business or operation for a period of two immediately preceding financial years can file an application for strike off its name from the register of companies.
Who can initiate action/application for Strike Off?
The Directors of the company can file an application after passing a special resolution and submit an application in the prescribed form along with supporting documents
What are the documents required?
The documents to be submitted for strike off the company are; a. Duly notarised Indemnity bond from all directors b. A statement of account certified by a Chartered Accountant stating the assets and liabilities of the company not older than 30 days prior to the date of filing the application c. An affidavit from all directors of the company d. Special Resolution duly attested by all directors of the company or Consent Letter from the members of the company as on the date of application. e. A statement in relation with pending litigations if any.
Whether DSC is mandatory for filing the application?
The duly filled application need to be digitally signed by the director authorised in this behalf and if the director doesn’t have the digital signature certificate, duly filled physical application signed manually by the director need to be attached to the form.
Whether the directors will have any liability after company Struck Off?
The liability, if any, of every director, manager or other officer who was exercising any power of management, and of every member of the company dissolved, shall continue and may be enforced as if the company had not been dissolved.

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