Closing a Section 8 Company
A Section 8 company that has stopped its activities can apply to the Registrar to remove its name from the register under section 248(2) of the Companies Act, 2013. The application is made in Form STK-2 with an indemnity bond, affidavits and a statement of accounts.
Before applying, the company must have no assets or liabilities and must be up to date with its annual filings. Because it is a non-profit, any surplus assets cannot be distributed to members – they go to another Section 8 company with similar objects or as the law requires.
Strike off filed by company secretaries
- Filings brought up to date
- STK-2 drafted and filed
- Asset and liability check
Who Can Apply for Strike Off?
- Section 8 companies that never started operations
- NGOs that have stopped activities for two years or more
- Non-profits merging their work into another entity
- Companies with no assets or liabilities left
Benefits
No more compliance
Ends annual filings, audits and penalties for an inactive company.
Director protection
Avoids disqualification for non-filing.
Lower cost than winding up
Strike off is simpler than a formal winding up.
Clean closure
Licences and registrations closed properly.
Documents Required
- Special resolution or consent of 75% of members
- Indemnity bond (STK-3) by every director
- Affidavit (STK-4) by every director
- Statement of accounts certified by a CA (not older than 30 days)
- Pending annual returns and financial statements
Strike Off Process
Eligibility check
We confirm the company qualifies and list pending filings.
Clear dues
Liabilities are settled and bank accounts closed.
Member approval
A special resolution is passed.
File STK-2
Filed with STK-3, STK-4 and the statement of accounts.
Public notice
The Registrar publishes a notice inviting objections.
Dissolution
The company’s name is struck off and it is dissolved.
Common Mistakes to Avoid
- Pending annual filings – Overdue returns must be filed before the application.
- Open bank account – Close bank accounts and settle liabilities first.
- Distributing surplus to members – Not allowed for a Section 8 company.
- Forgetting 12A/80G and other registrations – Surrender tax and other registrations properly.
After Strike Off
Keep records
Retain books and records for the period the law requires.
Close registrations
Surrender PAN-linked, GST, 12A and 80G registrations as applicable.
Inform donors
Notify donors and partners of the closure.
Director records
Directors’ DIN status remains clean.
Why Choose Vaidam Consultancy for Section 8 Company Strike Off
CS-led filing
Prepared and checked by company secretaries who file MCA forms every week.
Clear quote upfront
You receive our fee and all government charges before we begin.
Deadlines tracked
We track the 30-day and other due dates so no additional fee builds up.
End-to-end
From drafting the resolutions to the final approval on record.
Frequently Asked Questions
Yes, if it has no assets or liabilities, has stopped activities and has cleared its filings.
They cannot go to members; they are transferred to another Section 8 company with similar objects or as required by law.
STK-2 with STK-3 indemnity bonds, STK-4 affidavits and a CA-certified statement of accounts.
Usually a few months, including the public notice period.
Yes, through an application to the NCLT within the time limit allowed by law.