Strike Off Private Limited Company in Hyderabad: STK-2 or Voluntary Liquidation?

You built the product, the funding ran out or the co-founders went separate ways, and now the company sits in a Kondapur or Hitech City address with no customers, a quiet bank account and a yearly bill for ROC filings. Leaving it alone is not free: every year of unfiled returns adds late fees, and the directors stay answerable for the company. This guide compares the two routes most Indian founders consider when they want to close a private limited company.

Short answer: If the company has stopped business, has paid or settled all its liabilities and has no default, the usual route is a voluntary strike off by the Registrar of Companies (ROC) under Section 248(2) of the Companies Act, 2013, using Form STK-2. Voluntary liquidation under Section 59 of the Insolvency and Bankruptcy Code, 2016 (IBC) is the alternative for a solvent company that has assets to realise and distribute and wants a supervised closure through an insolvency professional and the National Company Law Tribunal (NCLT).

The law at a glance

• Strike off: Sections 248 to 252 of the Companies Act, 2013 and the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, as amended on 17 April 2023. Since 1 May 2023, STK-2 applications are processed by the Centre for Processing Accelerated Corporate Exit (C-PACE), which acts as Registrar with jurisdiction across India. You do not deal with the Hyderabad ROC for this form.
• Voluntary liquidation: Section 59 of the IBC and the IBBI (Voluntary Liquidation Process) Regulations, 2017 (check the latest amendments before filing).
• Dormant status: Section 455 of the Companies Act lets an inactive company apply to be treated as dormant instead of closing. This is a pause, not an exit.

A word on the scheme you may see advertised: MCA ran a temporary Companies Compliance Facilitation Scheme, 2026 (CCFS-2026) with reduced fees. The latest extension we found ran to 15 September 2026, so assume the standard fee applies unless MCA has notified a fresh window (confirm).

Strike off vs voluntary liquidation at a glance

Point	Strike off (Section 248(2), STK-2)	Voluntary liquidation (Section 59, IBC)
Who runs it	Company, through a professional-certified STK-2 filed with C-PACE	Insolvency professional as liquidator, with the NCLT dissolving the company
Core condition	Liabilities extinguished; 75% member consent by paid-up capital or special resolution	No default; directors' declaration of solvency; special resolution; creditor approval if debts exist
Best suited to	Defunct company, nothing left to distribute	Solvent company with assets to realise and distribute
Government fee	Rs 10,000 for STK-2 (confirm on MCA fee schedule)	Filing fees plus liquidator's fee, which is a cost of the process
Process length	No official timeline published; the ROC notice allows 30 days for objections	Regulations target 90 days (no creditor debt) or 270 days (with creditor-approved debt), extendable (confirm)
Director exposure afterwards	Liability continues as if the company had not been dissolved (Section 248(7))	Dissolution by NCLT order under Section 59(8)

When strike off is not available

Section 249(1) bars a Section 248(2) application if, in the previous three months, the company changed its name or moved its registered office between States, disposed of property or rights for value (other than in the ordinary closing-down), engaged in any activity other than what is necessary or expedient for closing, or applied to the Tribunal for a compromise or arrangement. It is also barred if the company is being wound up under Chapter XX of the Act or under the IBC.

STK-2 also asks you to declare that there is no inspection or investigation, no outstanding public deposits, no outstanding loans, and no income tax, GST or similar dues. Companies regulated by RBI, SEBI or another sectoral regulator need that regulator's no-objection or order. If any of these fails, clear the issue first or consider another route.

Strike off: the documents

Under Rule 4 of the Removal of Names Rules, the STK-2 application carries:

1. Statement of accounts: assets and liabilities, made up to a date not more than 30 days before the application, certified by a Chartered Accountant.
2. Indemnity bond (Form STK-3): from every director, notarised.
3. Affidavit (Form STK-4): from every director.
4. Authority for closure: a certified special resolution, or evidence of consent from members holding 75% of paid-up share capital.
5. Statement of pending litigation involving the company, and any regulator order or no-objection that applies.
6. Professional certification of the form by a Chartered Accountant, Company Secretary or Cost Accountant in whole-time practice, and signature by a Board-authorised director.

Foreign-resident directors or members should expect notarisation with apostille or consularisation for bonds and declarations (Rule 8).

The ROC strike off process, step by step

1. Settle all liabilities, close or settle director and shareholder loans, and file any statutory returns that are pending. Liabilities must be extinguished before you apply (Section 248(2)).
2. Hold a Board meeting to approve closure and call a general meeting; pass the special resolution or record 75% consent.
3. Close business accounts after final receipts and payments, and keep the closing statement for the accountant.
4. Prepare the STK-3 bonds, STK-4 affidavits, statement of accounts and litigation statement.
5. File STK-2 with C-PACE, paying the fee (Rs 10,000, confirm).
6. C-PACE publishes a notice in Form STK-6. Objections, including from tax authorities, can be raised within 30 days.
7. If there is no valid objection, a notice in Form STK-7 is published and the company stands dissolved from the date of the Gazette notice.

Official processing time is not published; treat any quoted "weeks" figure as an estimate.

Worked example (illustrative)

Assume two co-founders in Gachibowli, one holding 60% and the other 40% of paid-up capital. Product operations stopped 18 months ago after a split; no loans, no deposits, one open GST registration and a small bank balance.

• The 60% holder cannot carry the 75% threshold alone, so the closure needs the other founder's consent. This is where a co-founder dispute can stall an exit.
• The bank balance must be paid out or settled before the accounts statement is made up, and the accounts statement must be dated within 30 days of filing.
• GST dues must be cleared before the no-dues declaration in STK-2 is given; whether the GST registration should be cancelled before or alongside the filing is a point to settle with your adviser (confirm).

These facts are assumed for explanation only.

Tax, GST and other clearances

• GST: Apply for cancellation in Form GST REG-16 within 30 days of the event, file the final return in Form GSTR-10 within three months of the later of the effective date or cancellation order, and pay tax on stock held (Section 29, Section 45, Circular 69/43/2018-GST).
• Income tax: The Income-tax Act, 2025 applies from 1 April 2026 (tax year replaces assessment year), while earlier periods continue under the 1961 Act. File pending returns and TDS statements, and expect the Registrar to send your application to the tax authorities, who get 30 days to object (Rule 7). Confirm section mapping with your tax adviser.
• Others: Employee provident fund and ESI, professional tax, shops and establishment registration, FEMA reporting where there was foreign investment (confirm), bank, domain and software contracts.

Your position as a director after strike off

Strike off ends the company, not your exposure. Section 248(7) says the liability of every director, manager or other officer who was exercising power of management continues and may be enforced as if the company had not been dissolved. A false or fraudulent application attracts action under Section 251. The Tribunal can restore a struck-off name under Section 252, with appeal windows measured in years (confirm the exact windows for your case). Keep records of the closure for the long term.

Voluntary liquidation under the IBC

Section 59(1) lets a corporate person that has not committed any default start voluntary liquidation. In outline:

1. Directors holding a majority make a declaration of solvency, verified by affidavit, supported by audited accounts and, if relevant, a valuer's report.
2. Within four weeks, members pass a special resolution to liquidate and appoint an insolvency professional as liquidator.
3. If there are debts, creditors holding two-thirds in value must approve within seven days.
4. The liquidator invites claims by public announcement, realises assets, distributes proceeds and files a final report.
5. The liquidator applies to the NCLT, which dissolves the company by order (Section 59(7) and (8)).

It costs more and involves more parties than strike off, but suits a solvent company with real assets or a complex stakeholder base.

Common mistakes

• Applying while a Section 249 bar is live, such as a registered-office shift in the previous three months.
• Ignoring unfiled AOC-4 and MGT-7 returns; see our guide to annual ROC compliance and the risks in ROC returns not filed.
• Leaving director loans unsettled; see director loans and share capital.
• Forgetting GST cancellation and the GSTR-10 final return.
• Assuming strike off will wipe out personal liability.

Why work with ComplianceKart

Closing a company touches company law, tax, GST and sometimes litigation. We work like a multi-speciality hospital: the right specialists look at your case together and give you one care plan, instead of you carrying papers between separate clinics. ComplianceKart is a boutique practice bringing CAs, CSs and advocates under one roof, working virtually with founders in Kondapur, Kothaguda, Gachibowli, Hitech City and across Hyderabad. We do not guarantee approval or outcomes; the ROC and tax authorities decide.

Considering closure? Email the team, call 9959536391 or WhatsApp us.

Frequently asked questions

Can a company with a bank account apply for strike off? The Registrar must be satisfied that liabilities are provided for, and the statement of accounts must be current to within 30 days. Settle and close balances first and ask your accountant how to present the closing position.

Is dormant status better than closing? Dormant status under Section 455 suits a company you may revive. If you do not intend to carry on, strike off or liquidation ends the filing burden.

Do all directors have to sign? The STK-3 bonds and STK-4 affidavits are required from every director, and a Board-authorised director signs the form.

Can a struck-off company be revived? Yes, through the Tribunal under Section 252, subject to conditions and time limits.

How long will strike off take? MCA does not publish a fixed time. The notice stage allows 30 days for objections, and total time depends on your documents and any objections.

Which is cheaper? Strike off usually has lower government and professional costs, but fees vary; liquidation adds a liquidator's fee.

Sources

Companies Act, 2013 ss. 248-252 as notified (S.O. 4167(E), 26 December 2016); Removal of Names Rules, 2016 and MCA notification of 17 April 2023; Form STK-2; IBBI (Voluntary Liquidation Process) Regulations, 2017; GST Circular 69/43/2018; General Circular 03/2026.

Conclusion

Choose strike off when the business is finished, liabilities are settled and your members agree; choose voluntary liquidation when you are solvent with assets to realise and want a supervised process. Whichever route you take, clear tax and GST first, and keep closing records, because director liability continues.

General information, not advice on your facts. Confirm current forms, fees and rules on mca.gov.in before filing.