Board Resolution: Voluntary Strike Off (Section 248(2))
Approve the closure of a company that has stopped business by applying to the ROC to strike its name off the register.
What it is
A company that has not carried on business, or has extinguished its liabilities, can apply to the Registrar to strike off its name under Section 248(2) of the Companies Act, 2013, as an alternative to winding up. The board approves the application, confirms that the company has no assets or liabilities, and authorises the indemnity and affidavits. The members then pass a special resolution, or 75% of members by paid-up capital consent, before Form STK-2 is filed.
When it is used
- A company incorporated but never started business.
- A dormant company that has settled all liabilities.
- Closing a subsidiary or project company after completion.
What the template covers
- Company name, CIN and meeting details
- Reason for closure
- Statement of nil assets and liabilities
- Date of affidavits and indemnity
- Approval of Form STK-2
- Authorisation and calling of general meeting
Details you will need
The generator asks for the following. Fields marked with an asterisk in the form are required; the rest can be left blank and filled in later in Word.
Company
Company Name; CIN; Registered Office
Meeting
Board Meeting Date; Place
Reason
Reason for Closure
Declarations
Date of Affidavits & Indemnity; Total Assets (₹, must be NIL or fully repaid); Total Liabilities (₹, must be NIL)
Authentication
Chairman Name; Chairman DIN
Stamp duty, registration and filing
Form STK-2 is filed with the fee, a statement of accounts certified by a Chartered Accountant, the indemnity bond in Form STK-3 and affidavits in Form STK-4 by directors. All pending financial statements and annual returns up to the end of the year in which the company stopped business must be filed first. Bank accounts, GST and other registrations should be closed before filing. A company cannot apply if it has changed its name or registered office in the last three months or has disposed of assets for value.
Generate the BR — Voluntary Winding-up / Strike-off (Sec 248)
Fill in the form and download the draft as a Word file. It is a general template, not legal or professional advice; have it reviewed for your facts before you sign or rely on it.
Need this checked against your facts, or the registration or filing that follows (e.g. the related MCA e-form)? Contact SKAG and Associates
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Frequently asked questions
Is strike off the same as winding up?
No. Strike off is a simpler route for companies with no assets or liabilities; winding up is a formal process under the Insolvency and Bankruptcy Code or the Companies Act.
Do pending annual filings need to be completed?
Yes, up to the end of the year in which the company ceased business.
Can a struck-off company be restored?
Yes, by an application to the NCLT within the time allowed, on sufficient grounds.
This page gives general information for reference only. Laws, stamp duty rates and filing requirements change and differ between States, so confirm the current position for your case. Related: all document templates · free tax calculators · compliance calendar and guides.