Three routes sit in front of a Bengaluru owner whose company has stopped trading: strike off on Form STK-2, a formal winding up, and leaving the entity where it is. The third one is the expensive choice. A company that trades nothing still owes its annual filings, and ROC Bengaluru is the single registrar for the whole of Karnataka, so the file does not quietly lapse on its own. Strike off is right when there are no assets, no creditors and nothing pending. Winding up is right the moment any one of those is untrue, and that road runs through the NCLT Bengaluru Bench.
Does strike off apply to your Bengaluru company this year?
Applicability turns on the year, not on how long ago you lost interest. A private limited company or a one person company can apply once it has either never commenced business, or carried on no business for the two immediately preceding financial years without having applied for dormant status. An LLP does not use STK-2 at all, so if the entity you want shut is an LLP, both the route and the form are different and we say so on the first call.
Then the negative tests, which is where most Bengaluru files actually fail. Every liability has to be extinguished before the application goes in, not settled alongside it. Bank accounts have to be shut. There cannot be a pending prosecution, inspection or investigation. Every signing director needs a live DIN, because a deactivated one signs nothing on MCA V3.
What has to be ready in your records before anyone files?
The application is only as strong as the paperwork sitting under it, and this is the stage where a file stalls for weeks.
- A statement of accounts drawn up by a chartered accountant and dated within 30 days of the day the application goes in
- A special resolution, or the consent of members holding 75 percent of the paid up share capital, in whichever form your articles permit
- An affidavit and an indemnity bond from every director, executed and notarised
- Closure letters for every bank account the company ever opened, including the one nobody remembers
- Overdue AOC-4 and MGT-7 filings brought up to date, because a gap on the register invites a question
- Digital signatures that are live, with DIR-3 KYC completed for the relevant year
Two Karnataka items belong on the same list. Where the company holds a registration certificate for professional tax, the Form 5-A statement remains due within 20 days of the end of each month until the payroll genuinely stops. And we look at what is still open on e-Prerana at ptax.karnataka.gov.in before anyone calls the file clean.
When can you file, and how is the clock counted?
Closure carries no annual due date. The clock runs off events instead, and three of them set your calendar.
The two financial year test counts backwards from the application date, not from the day the last invoice went out. A company that traded into late 2024 is not clear on that test until two full financial years have closed behind it.
The statement of accounts runs the opposite way. Dated within 30 days before filing, it becomes the last document prepared rather than the first, and a stale one is the commonest reason a file comes back for redrafting.
The section 12(4) notice is the rung people forget. A company that vacated its office and never gave that notice inside 30 days is carrying an address the registrar cannot reach. Correct the register first, then close. After the application goes in, a public notice runs for 30 days for objections, and the full run from filing to removal usually takes 30 to 60 days.
What does an unclosed company keep costing its directors?
The money that hurts a dormant Bengaluru company is not a closure penalty at all. It is ordinary compliance exposure, still accruing because nobody shut the entity.
| Default | What it costs | Who carries it |
|---|---|---|
| Registered office default under section 12 | ₹1,000 for every day it continues, capped at ₹1 lakh | The company and every officer in default |
| Registrar believes no business is being carried on | Physical verification of the office under section 12(9) | The registrar may begin strike off himself |
| A penalty order you want to contest | An appeal filed inside 60 days of receiving it | The Regional Director for the South-Western Region, at Bengaluru |
| The same default repeated inside three years | Twice the amount, under section 454A | The company and the officer in default |
Read the last row twice. A director who leaves one company defaulting while incorporating the next is building the repeat, not walking away from it.
What order does your strike off application actually run in?
- Eligibility read. We pull the MCA master data, the last filed balance sheet and the DIN status of each director, then tell you plainly whether this is a strike off or a winding up. Anything needing cleanup is listed on day one.
- Bank accounts closed. Each account is taken to nil and formally shut, and we collect the closure letter from every bank. Clients underestimate this step, and it is the one that fixes the calendar.
- Papers drafted and notarised. Statement of accounts, members resolution, director affidavits and indemnity bonds, prepared in that order so the accounts stay current.
- STK-2 filed. The form goes in on MCA V3 under the directors digital signatures. Voluntary closure applications are handled through the MCA centralised corporate exit processing route rather than at the counter of your own registrar, and we file them for you.
- Tracked to the order. We watch the public notice, answer whatever query is raised, and hand you the confirmation once the name is off the register.
Which Bengaluru companies get caught by this most often?
- A family trading business in Chickpet that moved operations into a fresh company years ago and left the old private limited sitting on the register, filing nothing
- An IT services and staffing company in Whitefield that opened a second entity for one client contract, finished the contract, then never closed the entity
- Founders on a coworking desk in Koramangala or HSR Layout whose working address moved twice while the registered office on the record never did
- Directors planning a new incorporation who have just discovered that the old company defaults are now sitting against their own name
The common thread is that nobody ever decided to close. The company simply stopped being used, while its obligations carried on without it.
Who reads your strike off eligibility before you pay?
Closure work is unglamorous and unforgiving of gaps. Our CA and CS team runs the eligibility read before you pay for a filing, so an ineligible company is not billed for an application that will be rejected. We reconcile the AOC-4 and MGT-7 position first, because a registrar who sees a gap asks about the gap. The Karnataka side stays in view too: what is open on e-Prerana, and whether the registered office on the MCA record is somewhere a notice would actually land. The engagement runs online from our Bengaluru office, and the full company closure process nationwide is there if you want the national picture before deciding.