Voluntary Strike Off

Make a Company Dormant in India, or Close It
by Voluntary Strike Off

Two routes fit an idle Indian company. Keep it on the register as a dormant company under section 455 with Form MSC-1, or close it by voluntary strike off under section 248(2) with Form STK-2, once overdue filings and their additional fees are cleared. We handle both and keep your directors clear of disqualification.

Close Your Company Now
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The Legal Exit

What is Voluntary Strike Off?

Voluntary strike off under section 248(2) of the Companies Act, 2013 lets an inactive company with no liabilities close through the Registrar, without the NCLT or a liquidator.

Who is Eligible?

This route is open to inactive companies that meet four conditions.

  • Never Started Business: For companies that were incorporated but never commenced operations.
  • Inactive for 2+ Years: No business activity or significant accounting transactions in the last two financial years.
  • Zero Assets & Liabilities: The company must have no assets and no outstanding liabilities or dues.
  • No Pending Litigation: No ongoing legal cases or disputes against the company.

Strike Off vs. Winding Up

Choose the route by the balance sheet. Strike off suits a company with nothing left to settle.

  • Strike Off: A filing with the ROC for a company with no assets and no liabilities.
  • Voluntary Liquidation: A process under section 59 of the Insolvency and Bankruptcy Code for companies with assets or creditors. A registered insolvency professional acts as liquidator, and the NCLT passes the final dissolution order.

Our Service

Krystal7 Consultants handles dormant status (Form MSC-1 under section 455) and voluntary strike off (Form STK-2 under section 248(2)). Voluntary liquidation under section 59 of the Insolvency and Bankruptcy Code needs a registered insolvency professional as liquidator. For that route, we prepare the company and work alongside an independent insolvency professional.

Strike Off vs. Letting a Company "Lapse"

Parameter Voluntary Strike Off Letting Company Lapse
Speed Under 2 months on average after filing (MCA, 11 Aug 2025) N/A (company remains active)
Cost Low (ROC fee + professional charges) High (accruing penalties)
Legal Risk Minimal if fully compliant High (prosecution, disqualification)
End Result Official closure, ROC order Not closed, director reputation risk
Our Roadmap

Our Strike Off Process, Step by Step

We run each step, from the eligibility check to the final order.

1

Compliance Check & Prep

We verify eligibility, check for pending filings, and draft all resolutions, affidavits, and bonds for your signature.

2

Financials & NOCs

We coordinate with a CA for the certified NIL balance sheet and guide you in obtaining NOCs from GST/tax authorities.

3

Filing Form STK-2

Once the documents are signed, we file Form STK-2 with the ROC, with every attachment.

4

ROC Follow Up & Closure

We follow up with the ROC, answer its queries and send you the final strike off order.

Compliance Traps

Common Mistakes to Avoid

These are the errors that delay a strike off or get it rejected.

Errors Before Filing

Failing to prepare correctly is the most common reason for rejection or delays.

  • Unresolved Assets/Liabilities: You must settle everything before applying. Even a small bank balance can cause issues.
  • Outdated ROC Filings: All pending annual returns (AOC-4, MGT-7) and director KYC (DIR-3 KYC) must be filed first.
  • Ignoring Other Registrations: You must cancel or get an NOC for GST, PF, ESIC, and other registrations before applying.

Process & Documentation Errors

Incorrect documentation or approach can invalidate the entire process.

  • Incomplete Director KYC: All director details must be accurate and documents must be complete to avoid ROC queries.
  • Using an Old Balance Sheet: The CA certified Statement of Accounts must not be older than 30 days from the date of application.
  • Letting Company "Lapse": This is the biggest mistake. It doesn't close the company and exposes directors to disqualification and penalties.

SECTION 455

What is a dormant company under section 455?

A dormant company is one the Registrar of Companies has recorded as dormant under section 455 of the Companies Act, 2013. It stays on the register with its CIN, PAN and directors, and it files a yearly return of dormant companies in Form MSC-3. It can return to active status when the business restarts.

Section 455(1) lets two kinds of company apply. The first is a company formed for a future project, or to hold an asset or intellectual property, that has no significant accounting transaction. The second is an inactive company. The Registrar considers the application, allows the status and issues a certificate under section 455(2). It also keeps a register of dormant companies under section 455(3).

TermWhat the Act saysWhat it means for a foreign parent
Inactive companyNo business or operation, or no significant accounting transaction, or no financial statements and annual returns filed, during the last two financial years (Explanation (i))A subsidiary that stopped trading two years ago qualifies
Significant accounting transactionAny transaction other than fees paid to the Registrar, payments to meet the Act or another law, share allotments to meet the Act, and payments to maintain the office and records (Explanation (ii))Paying the auditor, ROC fees and registered office costs is allowed; paying salaries or raising invoices is not
Future project or asset holding companyFormed for a future project or to hold an asset or intellectual property, with no significant accounting transaction (s.455(1))Can apply without the two year inactivity test
Register of dormant companiesKept by the Registrar (s.455(3))The status shows on the company's MCA record
Registrar's own entryA company that has not filed financial statements or annual returns for two financial years in a row gets a notice and goes on the register (s.455(4))A non filer can end up dormant without applying

Source: Companies Act, 2013, section 455 (Income Tax Department text), read 26 Oct 2026.

WHEN IT FITS

When should a foreign owned company choose dormant status?

Dormant status fits a parent that expects to use the Indian company again. A parent may incorporate ahead of a project that has not started. A group may keep an Indian company to hold a trademark or other intellectual property. Or a subsidiary may finish its contract while the parent wants to keep the entity and its tax history for a later restart.

It does not fit a parent that has left India for good. A dormant company keeps its directors, files a yearly return, files income tax and FEMA returns and pays an annual fee. Strike off ends all of that once the company qualifies, and our company closure service covers that route.

The two routes interact in a way that catches parents out. Section 248(1)(c) is a strike off ground only where the company carried on no business for two years. It also requires no dormancy application in that period.

The C-PACE FAQs list dormant status as a ground to reject Form STK-2. So a dormant company that decides to close must leave the dormant register first. A recent MSC-1 application can also delay the clause (c) ground. We settle the long term plan with the parent before we file anything.

The guide to closing an Indian subsidiary compares the closure routes in more depth, including how cash and share capital leave the company.

COMPARE OPTIONS

Should the company stay active, go dormant or be struck off?

Most parents weigh three options. The table sets them side by side for a wholly owned subsidiary with no business.

FactorKeep activeDormant under section 455Strike off under section 248(2)
FormsFull annual cycleMSC-1 to apply, MSC-3 each year, MSC-4 to return to active statusSTK-2 with STK-3, STK-4 and STK-8
Annual ROC filingAOC-4 within 30 days of the AGM (s.137(1)); MGT-7 within 60 days (s.92(4))Return of dormant companies in Form MSC-3None after dissolution
Financial statementsFull setCash flow statement may be left out (proviso to s.2(40))Every pending AOC-4 and MGT-7 filed before STK-2
DirectorsBoard as appointedAt least two for a private company (MSC-1 kit)Board stays until dissolution
Income tax returnEvery year (s.263(1), Income Tax Act, 2025)Every year, regardless of income or lossUntil dissolution
FLA returnBy 15 July while FDI is outstandingSameUntil dissolution
Government feeNormal filing feesMSC-1 from ₹2,000, by authorised capital; MSC-3 and MSC-4 fees under the same Rules₹10,000 for STK-2
RestartImmediateApplication for active status under s.455(5)Only by NCLT restoration under s.252
LiabilityContinuesContinuesSurvives dissolution (s.248(7))

Source: Companies Act, 2013, sections 2(40), 92, 137, 248, 252 and 455 (Income Tax Department text). Income Tax Act, 2025, section 263, and the RBI FLA FAQs. Ministry of Corporate Affairs, Instruction Kits for MSC-1 and STK-2 and C-PACE FAQs. All read 26 Oct 2026.

On cost, the comparison is yearly fees against a one time exit. A dormant company still pays for its accounts, its tax return, its FLA return and the MCA fee every year. Strike off costs ₹10,000 in government fee plus one time professional work, but it needs two inactive financial years first.

MSC-1 FILING

How does a company apply for dormant status in Form MSC-1?

Form MSC-1 is the application to the Registrar for dormant status under section 455, read with rule 3 of the Companies (Miscellaneous) Rules, 2014. MCA lists it among the approval services that the Registrar of Companies handles, and an officer reviews it in non STP mode. The application needs a special resolution of members, filed first in Form MGT-14.

The MSC-1 instruction kit sets the conditions the company must meet on the date it applies:

  • Its securities are not listed.
  • No inspection, inquiry or investigation has been ordered, is pending or is under way.
  • No prosecution is pending against it under any law.
  • It has no outstanding public deposits and no default on deposits or interest.
  • It has no outstanding loan, secured or unsecured, unless the required consent is obtained before filing.
  • There is no dispute in its management or ownership.
  • It owes no statutory taxes, dues or duties, and has not defaulted on workmen's dues.
  • It has the minimum directors: one for a one person company, two for a private company and three for a public company.

The inactivity options in the form open only once two years have passed since incorporation. A company applying as a future project or asset holding company instead confirms that it has had no significant transaction since incorporation.

DocumentWho provides itFormatNotes for foreign parents
Statement of affairsCompany; certified by its auditorExcel template from the kit, up to 2 MB, not older than 30 daysThe Indian statutory auditor certifies it, not the group auditor
Special resolution and MGT-14 SRNMembers; company files MGT-14SRN entered in the formThe parent votes through its authorised representative
Lender's consent for any outstanding loanLender, often the parentSigned letterObtained before MSC-1 is filed
Regulator's approval or NOCRegulatorPDFOnly where the objects are regulated under a special Act
Professional certification of the formPractising Chartered Accountant, cost accountant or company secretaryDigital signature on the formOptional only for a one person company or a small company, and a subsidiary is never a small company
Director's digital signature certificateAuthorised directorDSC registered on MCA V3Foreign directors need a DSC to sign

Source: Ministry of Corporate Affairs, Instruction Kit for Form MSC-1 and FAQs on approval services. Companies Act, 2013, sections 2(85) and 455 (Income Tax Department text). All read 26 Oct 2026.

Our sequence on an MSC-1 file is fixed. We bring every overdue AOC-4, MGT-7 and income tax return up to date first. We settle or document every loan, hold the board meeting and the general meeting, and file MGT-14. Then the Chartered Accountant practice led by CA Nandini Hasija certifies and files MSC-1.

WHILE DORMANT

What does a dormant company still file each year?

Dormancy does not end the filings. To keep its status, a dormant company keeps a prescribed minimum number of directors and files prescribed documents (section 455(5)). It also pays a prescribed annual fee. The yearly document is the return of dormant companies in Form MSC-3.

Other laws ignore ROC status. Section 263(1) of the Income Tax Act, 2025 requires every company to file a return regardless of income or loss. RBI's FLA FAQs require a return from any entity with foreign direct investment outstanding at the end of March of the reporting or previous year. Share capital subscribed by the parent counts as FDI outstanding for as long as the company exists.

The board stays in place. One director must meet the resident director requirement, so the parent should not let its Indian director resign during the pause. Director KYC is now an intimation once every three years under G.S.R. 943(E) of 31 Dec 2025, effective 31 Mar 2026. Directors who had completed KYC next file by 30 Jun 2028 (PIB, 1 Jan 2026).

ObligationSourceWhen
Return of dormant companies (MSC-3) with the annual feeCompanies Act, s.455(5)Each financial year of dormancy
Minimum directorss.455(5); MSC-1 kitThroughout; two for a private company
Financial statementsProviso to s.2(40)Each year; the cash flow statement is optional
Auditors.139(1)Appointed at the first AGM until the sixth AGM
Income tax returnIncome Tax Act, 2025, s.263(1) and (4)Every tax year; a belated return is possible up to nine months after the tax year ends
FLA returnRBI FLA FAQs, Q2 and Q13By 15 July each year while FDI is outstanding
Director KYCRule 12A, as amended by G.S.R. 943(E)Once every three years; next by 30 Jun 2028 for directors already compliant
GSTCGST Rules, rule 20; Circular No. 69/43/2018-GSTCancel through REG-16 within 30 days of closing the business, or keep filing returns while registered

Source: Companies Act, 2013, sections 2(40), 139 and 455, and Income Tax Act, 2025, section 263. RBI FLA FAQs (updated as on 1 Jul 2026) and the PIB release of 1 Jan 2026 on G.S.R. 943(E). CBIC Circular 69/43/2018-GST and the MSC-1 instruction kit. All read 26 Oct 2026.

Our guide to dormant company audit and compliance covers the audit in detail, including whether AOC-4 and MGT-7 still apply alongside MSC-3. The ITR-6 guide covers the tax return, and our note on the FLA return due date covers the RBI filing.

MSC-4 AND EXIT

How does a dormant company become active again or close?

A dormant company becomes active again by applying to the Registrar under section 455(5), with the prescribed documents and fee. The application is Form MSC-4, the application for obtaining active status, which MCA lists among the Registrar's approval services. We file it before the company trades again, so the first new invoice comes from an active company.

The Registrar can also act without an application. Section 455(6) requires the Registrar to strike a dormant company off the register of dormant companies if it fails to comply with the section. A company that stops filing its MSC-3, or lets its board fall below the minimum, loses the status that way.

Closing a dormant company takes two steps. The STK-2 form accepts a company with dormant status, but the C-PACE FAQs list that status as a rejection ground. So we return the company to active status first. Keep it inactive between the two filings. Section 249(1)(c) bars an STK-2 after activity in the past three months beyond closing affairs or statutory compliance.

EventWhat happensSource
Company wants to restartApplies for active status in Form MSC-4 with documents and fees.455(5); MCA approval services
Company fails to meet section 455Registrar strikes it off the register of dormant companiess.455(6)
Company files no accounts or returns for two yearsRegistrar issues a notice and enters it in the dormant registers.455(4)
Parent decides to closeReturn to active status, then file STK-2 on a s.248(1) groundC-PACE FAQs; s.248(2)
No business for two years and no dormancy applicationRegistrar can start strike off after a 30 day notices.248(1)(c)

Source: Companies Act, 2013, sections 248, 249 and 455 (Income Tax Department text). Ministry of Corporate Affairs, C-PACE FAQs, Instruction Kit for Form STK-2 and FAQs on approval services. All read 26 Oct 2026.

COSTS AND RISK

What does dormancy cost, and what does neglect cost?

The MSC-1 fee depends on authorised capital. The instruction kit reproduces Table 1 of the Companies (Registration Offices and Fees) Rules, 2014. No additional fee applies for delay on MSC-1. MSC-3 and MSC-4 carry their own fees under the same Rules, and the portal computes them when the form is filed.

Authorised capitalMSC-1 fee, company other than OPC or small companyMSC-1 fee, OPC or small company
Up to ₹25 lakh₹2,000₹1,000
Above ₹25 lakh up to ₹50 lakh₹5,000₹2,500
Above ₹50 lakh up to ₹5 crore₹10,000₹10,000
Above ₹5 crore up to ₹10 crore₹15,000₹15,000
Above ₹10 crore₹20,000₹20,000

Source: Ministry of Corporate Affairs, Instruction Kit for Form MSC-1 (Table 1, Companies (Registration Offices and Fees) Rules, 2014), read 26 Oct 2026.

A foreign owned subsidiary pays the first column, because section 2(85) excludes every subsidiary from the small company definition. We pass government fees on at cost, as separate lines. Our professional fee is fixed and quoted in writing within 48 hours of a scoping call. Our ongoing compliance retainer for the yearly filings starts from USD 300 a month.

Neglect costs more than either route. A company that simply stops filing builds penalties on every form and puts its directors' other board seats at risk.

ExposureSourceAmount or effect
Late financial statements (AOC-4)Companies Act, s.137(3)Company ₹10,000 plus ₹100 a day, up to ₹2,00,000; each officer ₹10,000 plus ₹100 a day, up to ₹50,000
Late annual return (MGT-7)Companies Act, s.92(5)₹10,000 plus ₹100 a day after the first; caps of ₹2,00,000 for the company and ₹50,000 per officer
Three continuous years without accounts or annual returnsCompanies Act, s.164(2)Directors barred for five years from reappointment there and appointment elsewhere
Two years without business and no dormancy applicationCompanies Act, s.248(1)(c)Registrar may strike the company off after a 30 day notice
Dormant company that stops complyingCompanies Act, s.455(6)Removed from the dormant register
Missed FLA returnRBI FLA FAQs, Q3Treated as a FEMA violation
Missed income tax returnIncome Tax Act, 2025, s.263(4)Belated return only up to nine months after the tax year ends, or before assessment

Source: Companies Act, 2013, sections 92, 137, 164, 248 and 455 (Income Tax Department text). Income Tax Act, 2025, section 263, and the RBI FLA FAQs. All read 26 Oct 2026.

If the company already has a backlog, our compliance rescue service clears it before the MSC-1. The AOC-4 and MGT-7 guide explains those filings.

WHAT GOES WRONG

What mistakes do we see with dormant subsidiaries?

  1. Calling a company dormant without the Registrar's certificate. Fix: dormant status exists only after the Registrar allows it under section 455(2); until then the full annual cycle applies.
  2. Applying with a loan from the parent on the books. Fix: repay it, or obtain the lender's consent before filing MSC-1, as the instruction kit requires.
  3. Using a statement of affairs older than 30 days. Fix: have the auditor certify it close to the filing date.
  4. Paying salaries or invoices during the pause. Fix: limit payments to ROC fees, legally required payments and office upkeep, which section 455 excludes from significant accounting transactions.
  5. Letting the resident director resign. Fix: keep at least two directors, including one who meets the resident director test, for as long as the company exists.
  6. Skipping the income tax return or the FLA return. Fix: file both every year; neither depends on ROC status.
  7. Keeping a GST registration with no returns. Fix: cancel through REG-16 or file returns every period.
  8. Restarting before active status. Fix: file MSC-4 and receive active status before the first new transaction.
  9. Applying for strike off while dormant. Fix: return to active status first, because C-PACE lists dormant status as a rejection ground.

More questions

More questions clients ask us

Can a newly incorporated company apply for dormant status straight away?

Yes, if it was formed for a future project or to hold an asset or intellectual property and has had no significant accounting transaction. Section 455(1) lets such a company apply without the two year inactivity test. The MSC-1 form asks it to confirm no significant transaction since incorporation. A foreign parent that sets up an Indian company ahead of a project can use this route.

What counts as a significant accounting transaction?

Any transaction outside four excluded kinds. Section 455 excludes fees paid to the Registrar and payments to meet the Act or any other law. It also excludes share allotments made to meet the Act and payments to maintain the office and records. Salaries, purchases and sales invoices fall outside those exclusions.

Does a dormant company need a special resolution to apply?

Yes. The MSC-1 instruction kit requires a special resolution of members, filed in Form MGT-14 before the application. Its SRN goes into MSC-1. A foreign parent votes through its authorised representative.

How many directors must a dormant private company have?

Two. The MSC-1 instruction kit sets the minimum at two for a private company. A public company needs three, and a one person company needs one. Section 455(5) requires the company to keep that minimum to retain its dormant status.

Does a dormant company still prepare financial statements?

Yes. The proviso to section 2(40) of the Companies Act lets a dormant company leave out only the cash flow statement. The auditor appointed under section 139 stays in office, and our guide on dormant company audit covers the detail.

Does a dormant company have to file an income tax return?

Yes. Section 263(1) of the Income Tax Act, 2025 requires every company to file a return regardless of income or loss. ROC dormant status does not change that. A belated return is possible only up to nine months after the tax year ends, under section 263(4).

Does a dormant subsidiary of a foreign company file the FLA return?

Yes, while foreign direct investment is outstanding at the end of March of the reporting year or the previous year. RBI's FLA FAQs, updated as on 1 Jul 2026, set 15 July as the due date on the FLAIR portal. A missed return is treated as a FEMA violation.

Can the Registrar mark a company dormant without an application?

Yes. Section 455(4) covers a company that has not filed financial statements or annual returns for two financial years in a row. The Registrar issues it a notice and enters it in the register of dormant companies. Clearing the backlog early keeps the decision with the board.

Can a dormant company apply for strike off directly?

Not safely. The STK-2 form accepts a dormant company, but the C-PACE FAQs list dormant status under section 455 as a rejection ground. We return the company to active status through Form MSC-4 first, then file STK-2 once a section 248(1) ground is met.

How much does Krystal7 charge for dormant status work?

We quote a fixed professional fee in writing within 48 hours of a scoping call. Government fees are passed on at cost as separate lines; MSC-1 costs ₹2,000 for a subsidiary with authorised capital up to ₹25 lakh. Our ongoing compliance retainer for the yearly filings starts from USD 300 a month.

Ready to Close or Pause the Company?

Close Your Company the Right Way

Krystal7 Consultants files the strike off or the dormancy application for you. We clear any overdue filings and their fees first.

Average Processing
Under 2 Months

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Overdue Filings
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Book your Krystal7 Consultants exit session now.

Let us close your company the right way, after clearing any overdue filings.

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Questions Answered

Frequently Asked Questions

Common questions on voluntary strike off

No. A fundamental condition for strike off is that the company must have zero assets and zero liabilities. You must settle all dues and dispose of all assets before starting the process.

No. That's the main advantage of a voluntary strike off. The Registrar of Companies (ROC) handles it, and it does not require any NCLT intervention or the appointment of a liquidator.

After filing Form STK-2, the ROC will publish the name for public objections. The Ministry of Corporate Affairs reports that C-PACE (the Centre for Processing Accelerated Corporate Exit) processes these applications in less than 2 months on average (PIB, 11 Aug 2025). Queries or objections can add time.

Yes. A statement of accounts showing NIL assets and liabilities, certified by a Chartered Accountant, is a mandatory attachment for Form STK-2. This statement should not be more than 30 days old.

Yes. Obtain NOCs (No Objection Certificates) or cancellation certificates from all relevant authorities like GST, PF, ESIC, and Income Tax before filing for strike off.

Yes, an application can be made to the NCLT to revive a struck off company within 20 years from the date of the strike off order, but only if there are valid legal grounds to do so.

The government (ROC) fee for filing Form STK-2 is ₹10,000. This does not include professional charges for document preparation, CA certification, and filing.

No, the government fee paid to the ROC is not refundable, even if the application for strike off is rejected for any reason.

You cannot apply for strike off with pending compliance. All overdue forms, such as AOC-4 (Financials), MGT-7 (Annual Return), and DIR-3 KYC (Director KYC), must be filed with the applicable late fees before you can file Form STK-2.

Strike off does not end directors' existing liabilities. Under section 248(7), the liability of every director, officer and member continues and can be enforced as if the company had not been dissolved.

Why choose us

Why clients choose Krystal7 Consultants for dormant company status

Six things you can check before you sign, and hold us to after.

A Chartered Accountant signs off

Filings go out through our Chartered Accountant practice, led by CA Nandini Hasija, All India Rank 49, ICAI.

A reply within 4 business hours

The team is online from 9:30 AM to 11:59 PM IST, which covers the working day in the UK and the UAE, the afternoon in Singapore and the morning in the US.

The fee is fixed before work starts

You see the professional fee in writing first. Government fees are passed on at cost.

Both sides of the border, one team

Company law, FEMA and RBI reporting, tax and transfer pricing sit with the same advisers.

Your due dates, tracked by us

We keep the compliance calendar for your entity and tell you what is due before it is due.

500+ clients across 5 continents

More than 50 advisers on the bench when a matter needs a specialist.

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