MCA Form STK-2: Application by Company to ROC for Removing its Name from Register of Companies (ROC)

MCA Form STK-2: Application by Company to ROC for Removing its Name from Register of Companies (ROC). Sections and Provisions
Under Section 248(2) of the Companies Act, 2013 read with Rule 4(1) of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.
Section 248
(1) Where the Registrar has reasonable cause to believe that—
(a) a company has failed to commence its business within one year of its incorporation 1[or].
(b) 2[***]
(c) a company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company under 3[section 455; or]
4[(d) the subscribers to the memorandum have not paid the subscription which they had undertaken to pay at the time of incorporation of a company and a declaration to this effect has not been filed within one hundred and eighty days of its incorporation under sub-section (1) of section 10A; or
(e) the company is not carrying on any business or operations, as revealed after the physical verification carried out under sub-section (9) of section 12.]
He shall send a notice to the company and all the directors of the company, of his intention to remove the name of the company from the register of companies and request them to send their representations along with copies of the relevant documents, if any, within a period of thirty days from the date of the notice.
Purpose
STK-2 webform makes closing a company easier. It's for applying to C-PACE to remove a company's name from the register. The company can apply only after paying off all debts. They need either a special Resolution or consent from 75% of shareholders.
Key Information:
The Form is available on the MCA version 3.
STK-2 webform shall be processed in non-STP mode. 
Documents Required:

STK-3 Indemnity Bond, executed by both directors of the company, is recorded on a single Rs. 200 stamp paper, accompanied by the signatures of two witnesses, and duly notarized.

STK-4affidavit, individually executed by both directors, is documented on separate Rs.20 stamp papers accompanied by the signatures of two witnesses, and duly notarized.

STK-8 statement of Account to be signed by the directors and to be also signed by the auditors of the company along with UDIN.

List of shareholders

List of directors

List of creditors

Consent of shareholders

Board resolutions.

CA Certificate

Additional drafts based on various resubmissions.

Affidavit Cum Declaration (by both the Directors regarding no debt due, no pending litigation)

Declaration by Directors that the company is not associated with any other bank and closure of bank has been done.

Waiver letter/ Payment Receipt/ NOC in case there is a liability in the last financials filed with MCA.

Timeline
Form STK-2 does not prescribe a specific timeline for submission; however, it is to ensure that the Statement of Account does not exceed 30 days between the date of filing Form STK-2 and the date of issuance of the Unique Document Identification Number (UDIN) generated for the Statement of Account.
Fees
The fee for the Application by the company to ROC to remove its name from the Register of Companies is Rs. 10000/-
Key Considerations
It is imperative to check the last filing Annual documents of the company to ascertain any liabilities as the MCA frequently sends the Resubmissions regarding the discharge of liabilities in the form of payment proof or waiver letter so it will be better to prepare the same beforehand.
Important Check Points while filling out the web form.

Please attach the required mandatory supporting documents in the specified format only. Please ensure that applicants for the webform are registered at the MCA portal before filing the webform.

Please note that the Company for which the webform is being filed shall be registered with MCA and shall have a valid and active.

Please ensure that the signatories have an approved DIN or valid PAN or valid Membership number.

Please ensure that the DIN of the Director is not flagged for ‘disqualification’.

Please ensure that the DSC attached in the webform is registered on the MCA portal against the DIN/PAN/Membership number as provided in the webform.

Please ensure that there should not be any open (unsatisfied) charges against the company.

Please ensure that no other web form (other than Refund webform) should be lying under ‘Marked for resubmission’ or ‘Pending for user clarification’.

Please note that no webform(s) (other than Complaint webform/Refund webform) work items shall be open or are pending for payment of fee against the company.

Please note that no request for correction of the master data of the company is pending approval.

Please ensure that no Form 18 for conversion to LLP has been filed and approved/pending approval (including cases where the fee is not paid) by the company.

Please note that the status of the company should not be defaulting for any year. Please ensure that the name of the company has not been changed in the last three months via web form INC-24.   Please ensure that no other webform STK-2/FTE shall be pending against the CIN.

Please note that the registered office of the company has not been shifted from one state to another in the last three months.

Please ensure that no application for compounding is pending with ROC via web form GNL-1 for compounding the offenses committed by the company or any of its officers in default.

Please ensure that the SRN of webform MGT-14 shall be valid and is associated with the CIN. Further, the ‘Purpose of passing the resolution’ in MGT-14 should be ‘Application to Registrar to remove the name of company from register of companies.

Please note that the status of the CIN of the company shall not be ‘Under the process of striking off (UPSO)’, if ‘No’ is selected in field number 2(d) i.e. “Whether notice has been received from Registrar in Form STK-1 under section 248(1)” of the web form.

Please ensure that the ‘Flag for non-filing’ of annual return shall not be active for the company in case of Companies whose CIN is marked under ‘UPSO’ and the user has selected ‘Yes’ in field number 2(d) i.e. “Whether notice has been received from Registrar in Form STK-1 under section 248(1)” of the web form.

Please note that the signing authority of the webform shall have valid and non-expired/non-revoked DSC.

Please note that the form shall not be signed by a Director/ Manager/ Company Secretary/ CEO/ CFO of the company in respect of whom Form DIR-12/ 32 has been filed for cessation and the work item in respect of same has not been closed.

Please ensure that the DIN of the director signing the form shall not be associated with 20 or more companies.

Please ensure that the DIN of the Director signing the form shall not be associated with 10 or more companies with ‘Class of Company’ as ‘Public’.    If the space within any of the fields is not sufficient to provide all the information, then additional details can be provided as an optional attachment to the web form.

Please check for any alerts that are generated using the “Notifications and alerts” function under the ‘My Workspace’ page in the FO user dashboard on the MCA website.

MCA Help-Kit

Sections and Provisions

Under Section 248(2) of the Companies Act, 2013 read with Rule 4(1) of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.

Section 248

(1) Where the Registrar has reasonable cause to believe that—

(a) a company has failed to commence its business within one year of its incorporation 1[or].

(b) 2[***]

(c) a company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company under 3[section 455; or]

4[(d) the subscribers to the memorandum have not paid the subscription which they had undertaken to pay at the time of incorporation of a company and a declaration to this effect has not been filed within one hundred and eighty days of its incorporation under sub-section (1) of section 10A; or

(e) the company is not carrying on any business or operations, as revealed after the physical verification carried out under sub-section (9) of section 12.]

He shall send a notice to the company and all the directors of the company, of his intention to remove the name of the company from the register of companies and request them to send their representations along with copies of the relevant documents, if any, within a period of thirty days from the date of the notice.

Purpose

STK-2 webform makes closing a company easier. It's for applying to C-PACE to remove a company's name from the register. The company can apply only after paying off all debts. They need either a special Resolution or consent from 75% of shareholders.

Key Information:

The Form is available on the MCA version 3.

STK-2 webform shall be processed in non-STP mode.

Documents Required:

STK-3 Indemnity Bond, executed by both directors of the company, is recorded on a single Rs. 200 stamp paper, accompanied by the signatures of two witnesses, and duly notarized.
STK-4affidavit, individually executed by both directors, is documented on separate Rs.20 stamp papers accompanied by the signatures of two witnesses, and duly notarized.
STK-8 statement of Account to be signed by the directors and to be also signed by the auditors of the company along with UDIN.
List of shareholders
List of directors
List of creditors
Consent of shareholders
Board resolutions.
CA Certificate

Additional drafts based on various resubmissions.

Affidavit Cum Declaration (by both the Directors regarding no debt due, no pending litigation)
Declaration by Directors that the company is not associated with any other bank and closure of bank has been done.
Waiver letter/ Payment Receipt/ NOC in case there is a liability in the last financials filed with MCA.

Timeline

Form STK-2 does not prescribe a specific timeline for submission; however, it is to ensure that the Statement of Account does not exceed 30 days between the date of filing Form STK-2 and the date of issuance of the Unique Document Identification Number (UDIN) generated for the Statement of Account.

Fees

The fee for the Application by the company to ROC to remove its name from the Register of Companies is Rs. 10000/-

Key Considerations

It is imperative to check the last filing Annual documents of the company to ascertain any liabilities as the MCA frequently sends the Resubmissions regarding the discharge of liabilities in the form of payment proof or waiver letter so it will be better to prepare the same beforehand.

Important Check Points while filling out the web form.

Please attach the required mandatory supporting documents in the specified format only. Please ensure that applicants for the webform are registered at the MCA portal before filing the webform.
Please note that the Company for which the webform is being filed shall be registered with MCA and shall have a valid and active.
Please ensure that the signatories have an approved DIN or valid PAN or valid Membership number.
Please ensure that the DIN of the Director is not flagged for ‘disqualification’.
Please ensure that the DSC attached in the webform is registered on the MCA portal against the DIN/PAN/Membership number as provided in the webform.
Please ensure that there should not be any open (unsatisfied) charges against the company.
Please ensure that no other web form (other than Refund webform) should be lying under ‘Marked for resubmission’ or ‘Pending for user clarification’.
Please note that no webform(s) (other than Complaint webform/Refund webform) work items shall be open or are pending for payment of fee against the company.
Please note that no request for correction of the master data of the company is pending approval.
Please ensure that no Form 18 for conversion to LLP has been filed and approved/pending approval (including cases where the fee is not paid) by the company.
Please note that the status of the company should not be defaulting for any year. Please ensure that the name of the company has not been changed in the last three months via web form INC-24. Please ensure that no other webform STK-2/FTE shall be pending against the CIN.
Please note that the registered office of the company has not been shifted from one state to another in the last three months.
Please ensure that no application for compounding is pending with ROC via web form GNL-1 for compounding the offenses committed by the company or any of its officers in default.
Please ensure that the SRN of webform MGT-14 shall be valid and is associated with the CIN. Further, the ‘Purpose of passing the resolution’ in MGT-14 should be ‘Application to Registrar to remove the name of company from register of companies.
Please note that the status of the CIN of the company shall not be ‘Under the process of striking off (UPSO)’, if ‘No’ is selected in field number 2(d) i.e. “Whether notice has been received from Registrar in Form STK-1 under section 248(1)” of the web form.
Please ensure that the ‘Flag for non-filing’ of annual return shall not be active for the company in case of Companies whose CIN is marked under ‘UPSO’ and the user has selected ‘Yes’ in field number 2(d) i.e. “Whether notice has been received from Registrar in Form STK-1 under section 248(1)” of the web form.
Please note that the signing authority of the webform shall have valid and non-expired/non-revoked DSC.
Please note that the form shall not be signed by a Director/ Manager/ Company Secretary/ CEO/ CFO of the company in respect of whom Form DIR-12/ 32 has been filed for cessation and the work item in respect of same has not been closed.
Please ensure that the DIN of the director signing the form shall not be associated with 20 or more companies.
Please ensure that the DIN of the Director signing the form shall not be associated with 10 or more companies with ‘Class of Company’ as ‘Public’. If the space within any of the fields is not sufficient to provide all the information, then additional details can be provided as an optional attachment to the web form.
Please check for any alerts that are generated using the “Notifications and alerts” function under the ‘My Workspace’ page in the FO user dashboard on the MCA website.