Last reviewed: 24 September 2026. A company that never really started, or stopped operating years ago but is still technically "live" on the MCA register, keeps accumulating annual filing obligations and penalties for doing nothing. Fast Track Exit under Section 248 and Form STK-2 is the route to formally close it – considerably simpler than a full winding-up, but only available to companies that genuinely meet the narrow eligibility conditions.
Eligibility – the condition most applications get wrong
Section 248 sets a genuinely narrow test. A company qualifies for voluntary strike-off only if it:
- Has not commenced business within one year of incorporation, or
- Has not been carrying on any business or operation for the two immediately preceding financial years and has not applied for dormant company status.
A company that is simply loss-making, or has scaled down significantly but is still transacting, does not qualify – "no business or operation" is a factual, strict test, not a judgment call about whether the business is worth continuing. Applying with a shaky eligibility position is a common reason for rejection or delay. Note too that strike-off does not retroactively excuse missed annual filings – any pending AOC-4 and MGT-7 annual filings and their associated late fees should be cleared, or the position explained, before applying.
Who is explicitly excluded
| Category | Why excluded |
|---|---|
| Listed companies | Governed by a separate delisting/winding-up framework |
| Companies under inspection, inquiry or investigation | Cannot exit while under regulatory scrutiny |
| Companies with pending prosecutions | Legal proceedings must conclude first |
| Companies that accepted public deposits and defaulted | Creditor protection takes priority |
| Companies with pending or unsatisfied charges | Secured creditor interests must be resolved |
| Section 8 (not-for-profit) companies | Have their own closure/conversion process, not STK-2 |
| "Vanishing" companies (as defined by MCA) | Subject to separate regulatory action, not a routine strike-off |
The filing, step by step
- Board resolution: approving the strike-off application, followed by a special resolution (75% majority) or consent of 75% of members in value.
- Clear all liabilities: the company should have no assets and liabilities, or must extinguish them before applying – a company still carrying debt on its books is not a clean STK-2 candidate.
- NOCs where relevant: from sectoral regulators if the company operated in a regulated space (for example, RBI for an NBFC).
- File Form STK-2 with: an indemnity bond (Form STK-3) from every director, a statement of accounts (Form STK-8) not older than 30 days from the application date, certified by a chartered accountant, an affidavit (Form STK-4), and a statement of any pending litigations, if applicable.
- ROC review and notice: the Registrar publishes a notice (Form STK-6) inviting objections from the public for 30 days.
- Strike-off and gazette notification: absent valid objections, the Registrar strikes off the company's name and publishes the dissolution in the official gazette (Form STK-7).
Worked example. A private limited company incorporated for a project that never got off the ground had no bank transactions, no employees and no operations from incorporation. After 14 months of dormancy, the directors passed the required resolutions, cleared the (nil) liabilities, obtained a CA-certified nil-asset statement of accounts, and filed STK-2 with the indemnity bond and affidavit. With no objections during the 30-day notice period, the company was struck off roughly four to five months after filing – far faster and cheaper than a formal winding-up petition would have been for a company with nothing to wind up.
What strike-off does not do
Dissolution under Section 248 ends the company's existence, but Section 248(7) expressly preserves the personal liability of every director, manager or other officer for any liability incurred before dissolution, as if the company had not been dissolved. Strike-off is not a way to escape an existing obligation – it closes a genuinely inactive shell, it does not launder unresolved liabilities.
A struck-off company can also be restored by the NCLT on application by the company, a member, a creditor, or the Registrar itself, generally within specified time limits from the strike-off order – so treat strike-off as final for planning purposes, but understand it is not entirely irreversible if a genuine creditor claim later surfaces.
When strike-off is the wrong tool
- If the company has any real assets, liabilities, ongoing disputes, or pending statutory dues – resolve these first, or consider a formal winding-up route instead.
- If you are trying to exit one structure to start a genuinely new one, compare this against simply keeping the entity dormant (with the lighter dormant-company compliance) versus a full strike-off, depending on whether you might need the entity again.
- If directors disagree on whether to exit, remember the 75% threshold for the special resolution – this is not a simple majority decision.
- Keep director KYC (DIR-3 KYC) current for all directors until the strike-off is finalised – a lapsed DIR-3 KYC can complicate the filing even for a company otherwise ready to exit.
Frequently asked questions
Can a company with outstanding statutory dues use Fast Track Exit?
No. Pending statutory dues, unresolved charges, or ongoing litigation are all grounds that make a company ineligible for STK-2 strike-off. These need to be cleared or resolved before applying.
How long does the Fast Track Exit process typically take?
It varies by ROC workload and the completeness of the filing, but a straightforward application with no objections during the 30-day public notice period is generally faster than a formal winding-up petition – often a matter of a few months from filing to gazette notification.
Are directors still liable for anything after the company is struck off?
Yes, for liabilities incurred before dissolution. Section 248(7) preserves personal liability of directors, managers and officers as if the company had not been dissolved – strike-off does not wipe out pre-existing obligations.
Can a struck-off company be revived?
Yes, through an application to the NCLT by the company, a member, a creditor, or the Registrar, within the time limits set out under Section 252, typically where it can be shown the strike-off was improper or a genuine claim needs to be pursued.
Is Fast Track Exit available for a Section 8 (non-profit) company?
No. Section 8 companies follow a different closure or conversion process and are not eligible for the standard STK-2 strike-off route.
What is the fee for filing Form STK-2?
The government fee for Form STK-2 is Rs 10,000, in addition to professional fees for preparing the indemnity bond, affidavit and certified statement of accounts.
We assess eligibility, prepare the STK-2 filing and see it through to gazette notification.
ROC Filing Services Company Registration Talk to usThis article summarises the Fast Track Exit process under Section 248 and Form STK-2 as understood on the date of review. General information, not advice on your specific facts – confirm details against the current forms/portal and consult us or your tax advisor before acting. CA Somesh Chandak & Associates, FRN 158694W.