Company Closure - Strike-off, Winding Up & LLP Closure

What does closing a company or LLP involve?

A company or LLP doesn't close just because it stops trading. It stays on the register — with annual filings due — until it's formally struck off or wound up. Closing it means clearing its affairs and applying to have it removed, through the route that fits its situation.

For most small companies with nothing left in them, that's a voluntary strike-off. A company with assets or debts still to settle goes through voluntary liquidation instead, and an LLP has its own process under the LLP Act.

The key terms

These are the routes and terms you'll come across when closing a business:

Voluntary strike-off (STK-2)

The simplest way to close a company that has no assets or liabilities left. The company applies to have its name removed from the register, and is dissolved once the ROC publishes the notice.

Strike-off by the ROC

The ROC can also strike off a company on its own if it didn't start business within a year of incorporation, or hasn't carried on business for two years and hasn't applied for dormant status.

Voluntary liquidation

The route for a solvent company that still has assets, debts, or contracts to settle. An insolvency professional is appointed as liquidator under the IBC, and the NCLT passes the final dissolution order.

Dormant status

Not a closure, but a pause. A company holding assets or IP, or planning a future project, can apply to become dormant and file a much lighter set of returns in the meantime.

LLP closure (Form 24)

An LLP that has stopped business applies in Form 24 to have its name struck off, once its pending filings are done and its accounts show nil assets and liabilities.

C-PACE

The Centralised Processing for Accelerated Corporate Exit, which now processes companies' voluntary strike-off applications for the whole country.

Restoration

A struck-off company can be restored to the register by the NCLT if it was wrongly removed, or if a member or creditor shows good reason — so closure isn't always the final word.

Why close it properly?

Leaving an unused company or LLP on the register is the most expensive way to “close” it:

Compliance doesn't stop on its own

An inactive company still has to file its annual returns and accounts every year. Walking away just means the late fees start accumulating.

Uncapped late fees

Missed ROC filings attract ₹100 per day, per form, with no upper limit — an abandoned company can build up lakhs in fees.

Director disqualification

If a company doesn't file for three continuous years, every director is disqualified for five years from all companies, including new ones they start.

Liability can survive dissolution

Even after a company is struck off, the liability of its directors and members for anything outstanding continues and can still be enforced.

Frozen bank accounts

When the ROC strikes off a company on its own, its bank account is frozen — any money left in it becomes hard to recover.

Tax and GST exposure

GST, TDS, and income-tax registrations stay live until they're cancelled, with returns due for each period until they are.

A clean record for what's next

Closing properly means the founders' DINs, DPINs, and credit history stay clean for their next business.

Who is this for?

• Companies or LLPs that never started business, or have stopped operating
• Founders pivoting to a new entity and closing the old one
• Subsidiaries or project companies whose purpose is over
• Solvent companies with assets to distribute or contracts to wind up
• Companies that want to pause, not close, and are better suited to dormant status
• Companies that have already been struck off by the ROC and need advice on restoration

A company can't apply for strike-off if, in the previous three months, it changed its name or registered office, disposed of property, or carried on other business — or if it's under investigation or prosecution. We'll check this before anything is filed.

The exit routes compared

Choosing the right route is most of the decision. Here's how they compare:

What we'll need from you

Up-to-date filings

Pending financial statements and annual returns filed up to the year in which the company or LLP stopped business.

Statement of accounts

A statement of assets and liabilities, certified by a Chartered Accountant and not more than 30 days old, showing both at nil.

Bank account closed

All dues paid and the bank account closed, with the closure letter or final statement as proof.

Shareholder or partner approval

A special resolution, or the consent of 75% of members by paid-up capital, for a company; the consent of all partners for an LLP.

Director or partner declarations

An indemnity bond and an affidavit from each director (STK-3 and STK-4), or equivalent declarations from each designated partner.

Active DSCs

A valid DSC for the director or designated partner signing the application.

The government fee for a company's strike-off application is ₹10,000. Any late fees on pending annual filings are paid on top, which is why closing sooner is cheaper.

Strike-off process

For a company with nothing left in it — the most common case — voluntary strike-off runs like this. An LLP's Form 24 closure follows a similar pattern:

1. 1

   Choose the right route

   We check whether the company has any assets, liabilities, or open matters, and confirm whether strike-off, liquidation, or dormant status fits.

2. 2

   Clear pending filings

   Any overdue financial statements and annual returns are filed, with late fees, up to the year business stopped.

3. 3

   Settle and close

   Remaining liabilities are paid, the bank account is closed, and GST and other registrations are cancelled.

4. 4

   Approvals and declarations

   The shareholders pass a special resolution, and each director signs an indemnity bond and an affidavit.

5. 5

   File STK-2

   The application goes in with the certified statement of accounts and the ₹10,000 fee, and is processed by C-PACE.

6. 6

   Public notice and dissolution

   A public notice invites objections. If none are upheld, the company is struck off, the dissolution is published in the Official Gazette, and it ceases to exist.

Closing the other registrations

Striking off the company doesn't cancel its other registrations. Each has to be closed with its own authority:

GST

Apply for cancellation of GST registration in REG-16, and file the final return (GSTR-10) within three months of the cancellation order.

TDS and TAN

File the last TDS returns and issue certificates, then surrender the TAN.

Income tax

File the income-tax return for the final year. Tax assessments can still reach back after closure, so keep the records.

EPF, ESIC, and Professional Tax

Settle any dues and close or surrender employer registrations once the last employee has left.

Shops & Establishments and trade licences

Inform the state labour department and the municipality that the business has closed, so fees and renewals stop.

Records

Keep the company's books and papers safely after closure. Tax, legal, and restoration questions can arise years later.

Benefits and responsibilities