MCA has promulgated the Companies (Removal of Names of Companies from the Register of Companies), Rules, 2016 vide its notification dated 26th December, 2016. Salient features of the Rules are as follows:
REMOVAL OF NAMES OF COMPANIES FROM THE REGISTRAR OF COMPANIES
- Removal of name of the company from Register by ROC on sue-moto basis.
ROC may remove the company’s name from the registry on sue-moto pursuant to Section 248(1) of the Companies Act 2013.
Application for removal of name of the company. Section 248(2)
A Company may, after extinguishing all its liabilities, may pass a special resolution filling an application to the Registrar for removal of the name of the Company from the register of companies on the following grounds:
- a) the Company has failed to commence its business within one year of its incorporation.
- b) the 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 Companyunder section 455.
Such an application can be made by submitting form STK-2 along with the fees of Rs. 5000/- accompanied by the following documents:
- Indemnity bond duly notarised by every Director in Form STK-3.
- Statement of account certified by CA (should be upto date, not beyond 30 days from date of application.)
- An affidavit from every Director in form STK-4.
- Special resolution duly signed by every Director or consent of 75% of members of the Company in terms of paid up capital as on the date of application.
- Statement regarding pending litigation, if any involved in the Company.
- Form STK-2 shall be signed by Director digitally.
- Forms STK-2 be certified by CS/CA/CWA in practice.
- The notice under sub-section (1) and sub-section (2) of the section 428 shall be published by MCA, shall be in form SKT-5 and STK-6 respectively. Companies are also required to place an application on its website still its disposal.
- Rules has specified specifically mentioned that in case of a foreign national/ NRI, Indemnity Bond and declaration shall be notarised or appostilised or consularised.
- Notice of Striking off shall be given by ROC in Form STK-7.