How to Close or Wind Up a Company in India: Complete Process

A dormant Private Limited company with no assets, liabilities or pending litigation can be closed via the fast-track STK-2 (strike-off) route, typically completing in 3–6 months. A company with liabilities, ongoing business, or disputes must instead go through formal voluntary liquidation, which is longer and more document-intensive.

Strike-off process (STK-2) — for dormant companies

1. Hold a board meeting and pass a special resolution for closure
2. Clear all liabilities and close the bank account
3. File all pending ROC returns (AOC-4, MGT-7) up to date
4. File Form STK-2 with the ROC, along with an indemnity bond, statement of accounts (not older than 30 days), and an affidavit from directors
5. ROC publishes a public notice; if no objection is received, the company is struck off the register

Eligibility for strike-off

• No business activity for the last 2 financial years, or hasn't commenced business within 1 year of incorporation
• No outstanding liabilities, loans or litigation
• All statutory filings up to date

Voluntary liquidation — for companies with assets/liabilities

This formal process under the Insolvency and Bankruptcy Code involves appointing a licensed liquidator, settling all creditors, distributing remaining assets to shareholders, and filing with the NCLT (National Company Law Tribunal). It typically takes 6–12 months or longer depending on complexity.

What happens if you simply stop filing instead of closing properly

Directors accumulate penalties (₹100/day per form), can be disqualified from being directors of any company for up to 5 years, and the company may be struck off involuntarily by the ROC — which doesn't clear directors' personal liability for unresolved matters the way a proper closure does.

Documents required to close a company

• Board resolution and special shareholder resolution
• Statement of accounts certified by a chartered accountant
• Indemnity bond and affidavit from all directors
• NOC from relevant regulators if applicable (RBI, SEBI for regulated entities)

Thinking of closing a dormant company? Talk to our team about whether strike-off or liquidation applies to you.