Section 8 company strike off
Balaji P
I need to close section 8 company incorporated in 2021.
It has not started any business since 2012
The company has collected the share capital amount and it is in the bank a/c, not filed any annual return since incorporated.
Can we go with direct strike off .
Kindly let me know your views ,
Regards
CS Balaji P
Bangalore
Arun Kumar Maitra
**Business commencement** Incorporated 2021 but "not started business since 2012" – dates don't match. But if company never started ops after incorporation, it's OK. Must not have commenced business OR not carried on business for 2 years
**Annual returns filed** "Not filed any annual return since incorporated" **Cannot file STK-2 if company has not filed AOC-4 + MGT-7 for 2+ years** – Registrar will suo-moto strike off u/s 248(1)(c)
**Share capital in bank** Capital collected, lying in bank Must dispose assets & clear liabilities before STK-2. Can't have assets.
### *The main problem: Non-filing of returns*
MCA won't allow voluntary strike off if you're a defaulter. For Section 8 companies, this is even stricter.
*Rule 3 of Companies (Removal of Names) Rules 2016*: Company must file all overdue AOC-4 & MGT-7 before STK-2.
Since 2021 incorporation + no returns filed = 4+ years of default. ROC will reject STK-2 and instead issue notice u/s 248(1)(c) for suo-moto strike off.
### *Your 2 options:*
#### *Option 1: Suo-moto strike off by ROC – cheapest but risky*
1. ROC will issue show-cause notice for non-filing.
2. If no reply, ROC strikes off after 30 days.
3. *Risk*: Directors get disqualified u/s 164(2)(a) for 5 years. Penalty ₹1L+ for non-filing still payable by directors.
#### *Option 2: Proper closure – compliant way*
1. *Step 1*: File all pending AOC-4 + MGT-7 for 2021-22 to 2024-25 with late fees. ~₹1L+ penalties.
2. *Step 2*: Refund share capital to subscribers. Close bank account.
3. *Step 3*: Pass board + member resolution. Get NOC from creditors.
4. *Step 4*: File Form MGT-14 + then STK-2 with affidavit, indemnity bond, statement of accounts.
5. *Step 5*: ROC approval in 60-90 days. No director disqualification.
### *Special for Section 8 companies:*
1. *Cannot distribute assets to members*. After clearing liabilities, leftover funds must be transferred to another Section 8 company with similar objects, approved by ROC.
2. *Need to surrender 80G/12A* with IT Dept before strike off.
3. *ROC asks for NOC from Central Govt* – takes 3-4 months extra.
### *Reply draft for CS Balaji P:*
Direct strike off via STK-2 is not possible because the company has not filed annual returns since incorporation. ROC will reject the application as per Rule 3.
Two ways forward:
1. *Voluntary*: File all pending AOC-4/MGT-7 with late fees, refund share capital, transfer surplus to another Sec 8 co., then file STK-2. Clean exit, no disqualification.
2. *Suo-moto*: Do nothing. ROC will strike off for non-filing, but directors face 5-year disqualification + penalty risk.
Also, "not started business since 2012" conflicts with 2021 incorporation – please clarify.
Suggest Option 1 to avoid director disqualification.
CA CS Arun Kumar Maitra
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Balaji P
Thank you for your response. Please accept my apologies for the typographical error in my previous message; the year should be 2012 instead of 2021.
Additionally, I have been reviewing the procedure for winding up a Section 8 company. According to my research, the standard process requires converting the entity into a Private Limited Company prior to applying for a strike-off. I would appreciate your professional guidance on whether this method is correct and advisable for our situation."
On 16 May 2026, at 21:22, Arun Kumar Maitra <akmai...@gmail.com> wrote:
Vinod Kumar Agarwal
To view this discussion visit https://groups.google.com/d/msgid/gyan-gurukul-cs-divesh-goyal/3F278509-A3E2-418B-AE33-7D5058FE8401%40gmail.com.
