How to File STK-2 for Closing Your Private Limited Company in India

Consideration and adherence to closing a Private Limited Company in India is a significant decision that requires careful procedures. The STK-2 form, introduced under the Companies Act 2013, provides a streamlined process for voluntary company closure. This comprehensive guide will walk you through the entire procedure of filing STK-2 and successfully closing your private limited company.

Prerequisites for Filing STK-2

Before initiating the STK-2 filing process, your company must meet specific eligibility criteria established by the Ministry of Corporate Affairs (MCA). Your company should:

• Have zero liabilities or assets on its balance sheet

• Not have conducted any business operations in the previous two financial years

• Not have any pending legal proceedings before any court or tribunal

• Not have any outstanding statutory dues

• Not have any active licenses or registrations from regulatory authorities

• Have obtained No Objection Certificates (NOCs) from appropriate authorities

  
  

Document Requirements

The following documents must be prepared and maintained for the STK-2 filing:

• Board Resolution approving the company's closure

• Statement of Accounts showing nil assets and liabilities

• Affidavit from directors in Form STK-4

• Indemnity Bond from directors in Form STK-3

• NOCs from regulatory authorities (if applicable)

• Copy of the latest Income Tax Return

• Bank account statements for the previous two years

• Certificates regarding no pending litigation

• Special Resolution (if required by Articles of Association)

  
  

Step-by-Step STK-2 Filing Procedure

Step 1: Board Meeting and Resolution

Convene a board meeting to pass a resolution for company closure. The resolution should clearly state the reasons for closure and authorize directors to proceed with the strike-off process.

Step 2: Statement of Accounts Preparation

Prepare a Statement of Accounts as of the date not more than 30 days before filing STK-2. This statement must be duly certified by a Chartered Accountant.

Step 3: Filing STK-2 on MCA Portal

1. Log in to the MCA portal using valid credentials

2. Navigate to the company forms filing section

3. Select and download Form STK-2

4. Fill in all required information accurately

5. Attach all mandatory documents

6. Pay the prescribed filing fees

7. Submit the form with Digital Signature Certificate (DSC)

   
   

Step 4: Post-Filing Requirements

After submission, the following steps are crucial:

• Publication of public notice by ROC in Official Gazette

• Addressing objections (if any) within 30 days

• Regular monitoring of the application status

• Maintaining communication with ROC for any clarifications

  
  

Common Challenges and Solutions

Document Verification Issues

Ensure all documents are properly attested and verified by authorized professionals. Maintain clear communication with your CA and CS for proper documentation.

Outstanding Liabilities

Clear all pending dues and obtain clearance certificates from relevant authorities before filing. This includes tax authorities, banks, and other stakeholders.

Regulatory Compliance

Ensure compliance with all regulatory requirements, including:

• Filing all pending annual returns

• Clearing all tax dues

• Obtaining necessary NOCs

• Resolving any pending notices or show cause notices

  
  

Legal Implications and Time Frame

The entire process typically takes 3-6 months, depending on various factors:

• Complexity of company structure

• Outstanding liabilities

• Regulatory clearances

• Objections from stakeholders

  
  

How Fiscal Flow Can Assist You

At Fiscal Flow, we understand that closing a company can be complex and time-consuming. Our expert team of tax consultants and compliance professionals specializes in:

• Conducting preliminary assessments of company eligibility

• Preparing and reviewing all necessary documentation

• Managing the entire STK-2 filing process

• Handling communication with regulatory authorities

• Providing post-filing support and follow-up

• Ensuring compliance with all legal requirements

• Offering strategic advice on tax implications

  
  

Our comprehensive service package includes:

• Initial consultation and feasibility assessment

• Document preparation and verification

• STK-2 form filing assistance

• Regular status updates

• Resolution of objections (if any)

• Post-strike-off compliance support

  
  

Contact Fiscal Flow today for a seamless company closure process. Our experienced professionals will guide you through every step, ensuring compliance and efficiency in closing your private limited company.

Conclusion

Filing STK-2 for company closure requires meticulous attention to detail and comprehensive understanding of legal requirements. While the process may seem daunting, proper guidance and professional assistance can make it manageable and efficient. Remember that each case is unique and may require specific considerations based on the company's circumstances.

For professional assistance in filing STK-2 and closing your private limited company, reach out to Fiscal Flow.