TaxSavvy for close company

Company not running? Close it before fees pile up.

We clear pending returns and file STK-2 to strike the company off.

If you wait: No returns for 3 years can disqualify directors for 5 years (Companies Act Sec 164(2))

How we get it done

Four steps, the same for every job. You see each one ticked.

  1. Information

    Statement of accounts (STK-8). Indemnity bond by each director (STK-3)

  2. Discussion

    When did the company last do business, or did it never start?. Are all creditors, loans, taxes and charges fully cleared?

  3. Forms

    Eligibility check against Sec 248, Sec 249 and Rule 3 exclusions. File pending AOC-4 and MGT-7 up to the year business stopped

  4. Deliverables

    STK-2 SRN and filed pack. STK-7 notice of striking off and dissolution

See what you get, free

Real formats, made with dummy data.

Questions, answered the CA way

Facts, Provisions and law, Analysis, Conclusion.

  • ROC Annual Filing: AOC-4 (Financials) and MGT-7 (Annual Return)
    Facts
    Every private limited company must file two annual returns with the Registrar of Companies (ROC/MCA21). AOC-4: audited financial statements (balance sheet, P&L, board report). MGT-7: annual return (shareholding, directors, share capital changes). Missing these: ₹200/day penalty per form until filed. After 3 consecutive years of non-filing: directors can be disqualified.
    Provisions and law
    Sec 137; Sec 92; Sec 96; Sec 164(2); Sec 454
    Analysis
    AOC-4, Financial Statements package: Must include: Balance Sheet (as of March 31). Statement of Profit and Loss. Cash Flow Statement (if not small company). Statement of Changes in Equity. Notes to Accounts. Board Report (must include: extract of annual return, composition of committees, material changes, CSR report if applicable, directors' remuneration). Auditor's Report (statutory audit). All digitally signed by director and filed on MCA21. MGT-7, Annual Return contents: Company details (registered office, type, CIN). Share capital and debentures. Shareholding pattern (each shareholder with PAN, % holding). Transfer of shares during year. Directors and Key Managerial Personnel (DIN, designation, joining/cessation). Meetings held. Related party contracts. Declaration of compliance. Signed by director and CA/CS.
    Conclusion
    • Statutory audit complete? Auditor issues signed audit report before AGM can be held
    • Hold AGM by September 30 (for March 31 FY companies): shareholder meeting with required agenda
    • Board Report prepared: includes all mandatory disclosures under Companies Act 2013
    • File AOC-4 on MCA21 within 30 days of AGM (by October 30 typically)
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  • ESOP for foreign parent company: Schedule FA and FEMA
    Facts
    Indian employees receiving ESOPs from a foreign parent company (US, Singapore holding structure) face additional compliance:
    Provisions and law
    FEMA 1999 | IT Act, Schedule FA | RBI AP DIR 14
    Analysis
    Schedule FA in ITR: Foreign assets must be disclosed in Schedule FA of the ITR. This includes foreign ESOPs (granted, vested, exercised, and held). Non-disclosure = ₹10L penalty under Black Money Act. FEMA: Acquisition of foreign shares through ESOP is permitted under a general permission from RBI. But the shares must be reported in Form APR (Annual Performance Report) by the employee's employer. Tax: FMV in INR on exercise date (convert at RBI reference rate) = perquisite value. Gains on sale are taxed as capital gains (foreign equity = debt CG rules, slab rate regardless of holding period for individuals).
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  • Secondary sale: founder selling shares before company exit
    Facts
    A secondary sale is when a founder or early investor sells their shares to a new investor, not the company raising money (which is a primary transaction). The company receives no proceeds, the selling shareholder does.
    Provisions and law
    IT Act, Sec 45 | FEMA 1999 | Companies Act 2013, Sec 56
    Analysis
    ROFR: Most SHAs give other existing shareholders right of first refusal before you can sell to an outsider. Check your SHA, failure to offer ROFR can invalidate the transfer. Tax: Same as acquisition exit above, LTCG at 12.5% if held 24+ months, slab rate if STCG. FEMA: If buyer is a non-resident, pricing must comply with FEMA pricing guidelines (Rule 11UA floor).
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  • Holding company: the investment vehicle for family wealth
    Facts
    A family holding company owns investments, listed stocks, unlisted equity, REITs, AIF units, real estate. All investment activity happens at the company level.
    Provisions and law
    Companies Act 2013 | IT Act, Sec 200 (old 115BAA) | Dividend, Sec 2(22)
    Analysis
    Tax advantages: Inter-company dividends between group companies: exempt under Sec 10(34A) (dividend from domestic company). Capital gains at corporate rate: 22% (much lower than individual surcharge at ₹5Cr+ income). Business expenses deductible against income. The dividend trap: Money stuck in the holding company, distributing to family members as dividend is taxed at slab rate in their hands. Planning: use salary, director fees, loan repayments (for original capital), and strategic timing of dividends to manage outflow tax.
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Company not running? Close it before fees pile up.

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