The law
Companies Act 2013, Sec 248(2)
A company may, after extinguishing all liabilities, by special resolution or consent of 75% of members by paid-up capital, apply to remove its name on any ground in Sec 248(1)Source
Companies Act 2013, Sec 248(1)(a) and (c)
Grounds: not commenced business within one year of incorporation, or no business or operation for two immediately preceding financial years without applying for dormant statusSource
Companies Act 2013, Sec 248(3)
Voluntary strike off is not available to a Section 8 companySource
Companies Act 2013, Sec 248(5) to 248(7)
After the notice period the Registrar may strike off; company is dissolved on Gazette publication; liability of directors, officers and members continuesSource
Companies Act 2013, Sec 249(1) to 249(3)
Cannot apply if in the previous three months the company changed name or shifted state, sold property for value, did other activity, has a pending scheme, or is being wound up; fine up to ₹1,00,000 if it doesSource
Removal of Names Rules 2016, Rule 3 proviso
Excluded: listed or delisted companies, vanishing companies, companies under inspection, investigation or prosecution, with pending compounding, with public deposits outstanding, with unsatisfied charges, and Section 8 companiesSource
Removal of Names Rules 2016, Rule 4 (as amended up to 2023)
Apply in STK-2 to the C-PACE Registrar with ₹10,000 fee, attaching STK-3 indemnity bond by every director, STK-4 affidavit by every director, STK-8 statement of accounts (CA certified, not older than 30 days), litigation statement and regulator NOC where needed; overdue AOC-4 and MGT-7 up to the year business stopped must be filed firstSource
Removal of Names (Amendment) Rules 2023, G.S.R. 298(E)
From 1 May 2023 STK-2 is processed by the Registrar at C-PACE with all-India jurisdiction; new STK-2 formSource
Removal of Names Rules 2016, Rule 4(4)
Defective application gets 15 days to fix, and one further 15-day chance; then the form is treated as invalidSource
Government fee
₹10,000 for STK-2 under Rule 4(1) of the Companies (Removal of Names of Companies from the Register of Companies) Rules 2016 (raised from ₹5,000 with effect from 10 May 2019). Sources: https://ca2013.com/rule-4-companies-removal-of-names-of-companies-from-the-register-of-companies-rules-2016/ and https://abcaus.in/companies-act/companies-removal-names-roc-register-amendment-rules-2019-fee-increased.html. CCFS 2026 allowed STK-2 at 25% of the fee, but only until 31 August 2026 (https://www.dpncindia.com/wp-content/uploads/2026/07/CCFS-validity-extended-till-31st-August-2026.pdf). Stamp duty on STK-3 and STK-4 is extra and depends on the state.
Late fee or penalty
No additional fee for STK-2 itself, as it has no due date. Pending AOC-4 and MGT-7 must be filed first with their normal additional fees. Applying in breach of Sec 249(1) is punishable with fine up to ₹1,00,000 (Sec 249(2)). Source: https://ca2013.com/249-restrictions-on-making-application-under-section-248-in-certain-situations/