Shutting down a Public Limited Company in India is a complex legal process that must follow the Companies Act, 2013. Whether you’re dissolving due to inactivity, financial losses, or strategic restructuring, compliance with MCA regulations is essential.
🌐 Official Government Portal: MCA.gov.in – Ministry of Corporate Affairs 🏛️
📘 1. Introduction
Public Limited Companies are entities that have access to public capital. Closing them involves approvals, filings, clearances, and statutory checks. This process safeguards directors and shareholders from future liabilities and ensures compliance with government norms.
🗂️ 2. Types of Closure Modes (Licenses Impacted)
a. ⚖️ Voluntary Winding Up
Applicable when the company is solvent and shareholders pass a special resolution.
b. 🧾 Fast Track Exit (FTE) Scheme – Form STK-2
For companies that haven’t started or ceased operations for 2+ years.
c. 🧷 Compulsory Strike Off by ROC
Due to continuous non-compliance like failure to file financials or annual returns.
🔖 Note: GST, PAN, IEC, EPFO, ESIC registrations must be closed before winding up.
🧑💼 3. Who Needs These Services?
- Public companies that are inactive for 2+ years
- Firms facing financial insolvency or liquidation
- Businesses shifting to Private Limited/LLP model
- Promoters wanting to exit responsibly
🧑⚖️ 4. Why Choose a Professional Service Provider?
- 📃 Drafting of all resolutions & legal affidavits
- 📝 Filing Form STK-2, GNL-2, MGT-14 with MCA
- 💬 Liaising with Chartered Accountants for NOC and audit closure
- 🧹 Handling closure of associated registrations (GST, PF, bank, PAN)
- ⏱️ Avoid delays or rejection due to procedural errors
🛠️ 5. Registration (Closure) Process
✅ Step 1: Board Meeting & Resolution
Pass a resolution approving closure and authorizing a director to initiate the process.
📑 Step 2: Prepare Closure Documents
Affidavits, indemnity bond, statement of accounts, ITR.
🧾 Step 3: File with ROC
Use Form STK-2 along with the prescribed fee and supporting documents.
🧷 Step 4: ROC Notice & Public Objection Window
ROC will publish a notice; objections (if any) can be raised within 30 days.
🏁 Step 5: Final Strike-Off
If no objection is received, the ROC will officially strike off the company.
📎 6. Required Documents
- 🧑🤝🧑 Affidavits & indemnity bond by directors
- 📄 Special resolution (Form MGT-14)
- 📊 Audited statement of accounts (not older than 30 days)
- 🧾 ITR Acknowledgement
- 💳 Proof of closure of bank accounts, GST, etc.
- 🔐 Digital Signature Certificates (DSC)
💸 7. Cost Involved
| Expense | Govt. Fee (₹) | Professional Fee (₹) |
| Form STK-2 Filing (ROC) | ₹10,000 | ₹4,000–₹10,000 |
| Legal Documentation/Notary | ₹1,000–₹2,000 | As applicable |
| CA Certification (if needed) | ₹2,000–₹5,000 | Varies |
💡 Optional add-ons like GST deregistration, PAN surrender, etc. are extra.
⌛ 8. Time Taken
| Task | Duration |
| Documentation Preparation | 3–7 working days |
| ROC Filing & Review | 15–30 working days |
| Objection Handling & Final Strike Off | 45–60 days |
❌ 9. Common Mistakes to Avoid
- ❌ Not closing government licenses (GST, PF, etc.)
- ❌ Using unaudited or outdated financials
- ❌ Forgetting MGT-14 filing with ROC
- ❌ Errors in affidavits or missing signatures
- ❌ Not informing stakeholders or creditors
📞 10. Call-to-Action (CTA)
Need professional help to close your Public Limited Company?
📧 Email: opriyatrendingpvtltd@gmail.com
📲 WhatsApp: +91 75887 56518
🌐 Website: www.opriyatrending.in
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❓ 11. FAQs
Q1. Can a public limited company apply under STK-2?
✅ Yes, if the company has been inactive for 2+ years with no liabilities.
Q2. Do we need to clear all dues before closure?
💰 Absolutely. No outstanding liabilities should remain.
Q3. Is it mandatory to hire a CA or CS?
👨💼 While not mandatory, professional guidance ensures error-free filings.
Q4. What happens if ROC finds issues in documents?
❌ ROC can reject the application and may take legal action in some cases.
Q5. Can we reopen the company once closed?
🚫 No, once struck off, you must go through a new incorporation process.
