How to close a private limited company in India (2026)

Closure of a private limited company: checklist

Before you file Form STK-2 or start a voluntary liquidation, check what the company's records are worth. AI developers now pay for the operational records of closing and closed companies, such as tickets, work orders, email and chat archives and code (public deals). A free valuation takes six questions about the business and no files.

A solvent private limited company that has stopped business can close by strike off: it pays off every liability and applies to the Registrar in Form STK-2. A company with assets still to sell uses voluntary liquidation under the Insolvency and Bankruptcy Code instead. The steps below follow the Ministry of Corporate Affairs and C-PACE requirements; the sections that follow give the detail and the sources.

Source: Ministry of Corporate Affairs: C-PACE FAQs on Form STK-2

Strike off, voluntary liquidation or winding up: which route fits

Which route fits depends on two questions: has the company stopped business, and can it pay its debts in full? The table sets out the main routes for companies and LLPs. Each is sourced in the sections below.

Source: Ministry of Corporate Affairs: Close Company FAQ

Strike off under section 248: who qualifies

Section 248(2) of the Companies Act 2013 lets a company apply to have its name removed from the register "after extinguishing all its liabilities", by special resolution or with the consent of 75% of members in terms of paid-up share capital (MCA). A company regulated under a special Act, such as an NBFC or insurer, also needs its regulator's approval. The application must rest on one of the grounds in section 248(1) (section 248 as quoted by the NCLAT; C-PACE):

• The company failed to commence its business within one year of its incorporation.
• The company has not carried on any business or operation for the two immediately preceding financial years and has not applied for dormant status under section 455 in that period.
• The subscribers have not paid the subscription they undertook to pay, and no declaration was filed within 180 days of incorporation under section 10A.
• Physical verification under section 12(9) showed the company is not carrying on any business or operations.

Companies that cannot be struck off, and the three-month rule

Some companies cannot use strike off at all. The rules exclude listed companies, companies delisted for non-compliance, vanishing companies, companies under inspection or investigation or facing a pending prosecution, companies with a compounding application pending, companies with outstanding public deposits, companies with charges pending satisfaction, and section 8 companies (Removal of Names Rules, rule 3). A company with dormant status under section 455 cannot apply either (C-PACE).

Section 249 of the Act (India Code) adds a quiet period. A company cannot apply if, at any time in the previous three months, it changed its name or moved its registered office to another state, disposed of property or rights for gain in the normal course of business, engaged in any activity other than closing the company or complying with the law, has a compromise or arrangement pending before the Tribunal, or is being wound up under the Companies Act or the Insolvency and Bankruptcy Code (C-PACE).

Source: Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 (India Code)

Form STK-2: documents, fee and process

From 1 May 2023, applications go to the Registrar, Centre for Processing Accelerated Corporate Exit (C-PACE), in Form STK-2 with a fee of ten thousand rupees. C-PACE handles these applications for the whole of India (2023 amendment rules). The company must first file overdue financial statements and annual returns up to the end of the financial year in which it ceased business (second amendment rules 2023). The attachments:

• An indemnity bond in Form STK-3 and an affidavit in Form STK-4 from every director, notarised, on stamp paper of the value that applies in the state of the registered office (C-PACE). For a foreign national or non-resident Indian, the bond and declaration are notarised, apostilled or consularised (rule 8).
• A statement of accounts in Form STK-8 showing assets and liabilities, certified by a chartered accountant and made up to a day no more than 30 days before the application.
• A certified copy of the special resolution, or the consent of 75% of members by paid-up capital, and the board resolution authorising the filing. The special resolution is filed in Form MGT-14.
• Identity or address proof for each director, the bank closure letter if the company had a bank account, and a no-objection certificate from the regulator, such as RBI, SEBI, IRDA or NHB, where one applies.
• A statement of pending litigation involving the company, and certification of the form by a chartered accountant, company secretary or cost accountant in whole-time practice (rules 4 and 6).

What happens after you file Form STK-2

C-PACE can send the form back for resubmission twice in total, with up to 15 days each time; if the company does not reply, the form is cancelled (C-PACE). The Registrar then publishes a public notice in Form STK-6 on the MCA website, in the Official Gazette and in English and local-language newspapers, and the company places its application on its own website, if it has one, until the application is decided. The Registrar also asks the income-tax, central excise and service-tax authorities for objections within 30 days (rule 7).

If no objections arrive within thirty days of the STK-6 notice, the final notice in Form STK-7 is published in the Official Gazette and on the website (C-PACE). On publication of that notice, the company stands dissolved (section 248(5)). An objection from a creditor, authority or stakeholder after the STK-6 notice is a ground for rejection.

Source: Ministry of Corporate Affairs: C-PACE FAQs on Form STK-2

Voluntary liquidation under IBC section 59

A company that wants to close with assets still to sell can liquidate itself voluntarily under section 59 of the Insolvency and Bankruptcy Code 2016, provided it "has not committed any default" (IBC). The steps:

• A majority of directors declare, verified by affidavit, that after a full inquiry they believe the company has no debt or will be able to pay its debts in full from the proceeds of assets sold in the liquidation, and that it is not being liquidated to defraud anyone.
• The declaration comes with audited financial statements and a record of business operations for the previous two years, or since incorporation if later, and any valuation of the assets prepared by a registered valuer.
• Within four weeks of the declaration, members pass a special resolution in a general meeting to liquidate the company and appoint an insolvency professional as liquidator.
• If the company owes any debt, creditors representing two-thirds of the debt by value approve the resolution within seven days.
• The company notifies the Registrar of Companies and the Insolvency and Bankruptcy Board of India within seven days of the resolution or the creditors' approval.

Source: IBBI: Insolvency and Bankruptcy Code 2016, Part II (section 59)

Company liquidation: what the liquidator does

From the liquidation commencement date the company stops business except as needed for its beneficial winding up, and the liquidator's remuneration is set by the members when they pass the resolution (IBBI FAQs). The liquidator makes a public announcement within five days of appointment calling for claims; the last date for claims is thirty days from the liquidation commencement date (regulation 14). The liquidator then verifies claims, sells the assets and distributes the proceeds.

The liquidator should aim to finish and submit the final report within 270 days of the commencement date where creditors approved the resolution, and 90 days in other cases (regulation 37). When the affairs are wound up and the assets liquidated, the liquidator applies to the Adjudicating Authority, the National Company Law Tribunal, which orders the company dissolved; a copy of the order goes to the Registrar within fourteen days (IBC section 59). There is no provision to withdraw once the process has started (IBBI FAQs).

Source: IBBI (Voluntary Liquidation Process) Regulations, 2017, amended up to 02-06-2026

Winding up by the Tribunal, and companies that cannot pay their debts

Section 271 of the Companies Act, as substituted by the Insolvency and Bankruptcy Code, lets the Tribunal wind up a company on a petition under section 272 on five grounds (IBC Eleventh Schedule):

• The company has resolved by special resolution to be wound up by the Tribunal.
• The company has acted against the sovereignty and integrity of India, the security of the State, friendly relations with foreign States, public order, decency or morality.
• On an application by the Registrar or a person authorised by the Central Government, the affairs were conducted fraudulently or the company was formed for a fraudulent and unlawful purpose.
• The company defaulted in filing its financial statements or annual returns for the immediately preceding five consecutive financial years.
• The Tribunal thinks it just and equitable to wind the company up.

Source: Insolvency and Bankruptcy Code 2016, Eleventh Schedule: substituted Companies Act sections 271 and 272 (India Code)

If the company cannot pay its debts

Inability to pay debts is not on the section 271 list, and a company that cannot pay its debts in full cannot make the solvency declaration that voluntary liquidation needs (IBC). Apart from voluntary liquidation under section 59, liquidation follows the corporate insolvency resolution process when a proceeding starts under section 7 or 9 of the Code, the National Company Law Appellate Tribunal has held (NCLAT). Speak to an insolvency professional before selling assets or paying some creditors ahead of others.

Source: NCLAT, Company Appeal (AT) (Insolvency) No. 765 of 2019, quoting Companies Act sections 248, 250 and 252 (IBBI)

LLP closure: Form 24 or winding up

An LLP can apply to the Registrar in Form 24 under rule 37(1)(b) of the LLP Rules 2009 to have its name struck off on the ground that it has not carried on any business or operation for a year or more. The application needs the consent of all partners, and anyone objecting can write to the Registrar within thirty days of the notice (ROC Mumbai notice). The Registrar publishes the application on its website for one month for the public (MCA).

An LLP can also be wound up, voluntarily or by the Tribunal (LLP Act section 63). The Tribunal can wind up an LLP that has defaulted in filing its Statement of Account and Solvency or annual return for any five consecutive financial years (LLP Act section 64). A solvent LLP can also use voluntary liquidation under section 59 of the IBC, with the declaration made by a majority of the designated partners (IBBI FAQs).

Source: Ministry of Corporate Affairs: Close LLP

Before you apply: liabilities, bank, GST, tax, PF and ESI

C-PACE publishes the grounds on which it rejects Form STK-2 (C-PACE). Clear these first:

• Liabilities: C-PACE checks the last filed financial statements to confirm the company has extinguished all its secured and unsecured liabilities, and rejects applications with secured loans outstanding, charges pending, or no proof that pending liabilities and statutory dues have been paid (C-PACE).
• Bank account: close it and keep the bank closure letter for the STK-2 attachments (C-PACE).
• GST: apply on the GST portal to cancel the registration on the ground of discontinuance or closure of business, within 30 days of the date from which it is liable to be cancelled. The application declares the stock held and the tax payable on it (GST portal).
• Final GST return: file Form GSTR-10 within three months of the date of cancellation or the date of the cancellation order, whichever is later. All GSTR-1 and GSTR-3B returns must be filed first, and GSTR-10 cannot be filed without paying the full liability it declares (GSTR-10 FAQs).
• Income tax: the Registrar tells the income-tax authorities about a strike-off application and gives them 30 days to object (rule 7(2)). File outstanding returns and pay what is due before you apply.
• Provident fund: mark each employee's date of exit on the EPFO portal under paragraph 36(2)(b) of the EPF Scheme 1952 and update contributions up to that date. Marking an establishment closed does not stop EPFO acting later if it needs to (EPFO compliance manual).
• ESI: tell the ESIC regional, sub-regional or branch office the date of closure within seven days of closing (ESIC guide for employers).

What a strike off does not end

Dissolution is not a clean break. Sections 248 and 250 of the Companies Act, as quoted by the NCLAT, keep several obligations alive:

• From the date in the STK-7 notice the company ceases to operate as a company, except to realise amounts due to it and to pay or discharge its liabilities and obligations (section 250).
• Before striking off, the Registrar must be satisfied that sufficient provision has been made for this and may take undertakings from the directors. The company's assets stay available to pay its liabilities even after its name is removed (section 248(6)).
• The liability, if any, of every director, manager or officer who exercised management powers, and of every member, continues and may be enforced as if the company had not been dissolved (section 248(7)).
• The Tribunal can still wind up a company whose name has been struck off (section 248(8)).
• The company, a member, a creditor or a workman can apply to the Tribunal within twenty years of the STK-7 notice to restore the company's name (section 252(3)). The NCLAT has held that insolvency applications under sections 7 and 9 of the IBC can proceed against a struck-off company.

Source: NCLAT, Company Appeal (AT) (Insolvency) No. 765 of 2019, quoting Companies Act sections 248, 250 and 252 (IBBI)

Record keeping after closure

Closing the company does not close the questions about it. With liability continuing and a twenty-year restoration window, keep the records that show how each liability was paid.

• Name a custodian: one director who keeps the books, the strike-off file and the system exports after closure.
• Keep proof of every liability paid. C-PACE asks for it, and creditors can seek restoration for twenty years.
• Check sector rules too: regulated businesses may have their own retention periods.

Source: ICSI e-book: Companies Act 2013, section 128 (books of account)

Before you delete company systems, check what the records are worth

A closure checklist usually ends by cancelling subscriptions, and that deletes the email, chat, ticketing and code archives with them. Two checks come first.

Checking the value takes minutes: see what your company's records are worth from six questions about the business, before any system is cancelled.

• Retention: keep what the law requires (see the table above) and anything tied to a claim, a tax assessment or a restoration risk.
• Value: operational records such as support tickets, work orders, email and chat archives and code repositories can be licensed to AI developers. AI labs are buying data from dead startups to train their models, MIT Technology Review reported in October 2026. For how this works for Indian companies, see selling company data from India.
• Privacy: these archives carry staff and customer details. Under the DPDP Act 2023, a data fiduciary must erase personal data as soon as it is reasonable to assume the specified purpose is no longer being served, unless retention is necessary to comply with law (DPDP Act section 8(7)). The DPDP Rules, notified in November 2025, give an 18-month phased compliance timeline (PIB). Suppliers scrub personally identifiable information and exclude HR records, according to MIT Technology Review. See how to de-identify company data.

Source: MIT Technology Review: AI labs buying data from dead startups (Oct 2026)

How to keep that option open

Export first, keep admin access and describe what you hold at company level: the systems, years covered and approximate volume. The data inventory template gives the columns. The deals tracker lists public prices as reported.

Money from licensing records is company money like any other asset sale. A strike off needs every liability extinguished before the application; in a voluntary liquidation the liquidator sells the assets and distributes the proceeds. See selling company data after closing and how Origin helps companies winding down. Groups that also have a US entity can follow the US closing a business checklist for it.

Company closure timeline: what happens when

Each rule is sourced in the sections above. A typical strike off, then a voluntary liquidation:

Next step

Start with the route: strike off if the company has stopped business and can extinguish every liability, voluntary liquidation if it still has assets to sell. Then make one list of every account, creditor, employee, registration and system. If the company holds years of tickets, work orders, chat or code, describe them before anything is cancelled; no export is needed to find out whether they are worth licensing.

Origin Data Partners is independent and is not affiliated with any AI data buyer. We help owners compare buyers and find the best fit for their records; a buyer may pay Origin when a deal closes. See what your data is worth.