I want to strike off my defunct private limited company in Darjeeling — what is the procedure?

Detailed Legal Analysis

To strike off a defunct private limited company in Darjeeling, you need to follow the procedure outlined under Section 248 of the Companies Act, 2013.

The process involves several steps and compliance with specific requirements, which are as follows:

• Eligibility Criteria:
  • The company must not have any outstanding liabilities.
  • The company should not have conducted any business for the last two financial years.
  • The company must not be a listed company or have any outstanding deposits.
• Hold a Board Meeting:
  • Call a Board Meeting to pass a resolution to approve the striking off of the company.
  • Ensure that the resolution states the reasons for the closure and that the company is inactive.
• Clear Outstanding Dues:
  • Settle any outstanding dues with creditors, tax authorities, or any other government departments.
  • Obtain a No Objection Certificate (NOC) from the relevant tax authorities if applicable.
• File Form STK-2:
  • Prepare and file Form STK-2 with the Registrar of Companies (RoC).
  • Include necessary details such as the company’s name, date of incorporation, and a statement confirming that the company has no liabilities.
  • Attach the Board resolution, NOC from tax authorities, and any other required documents.
• Publication in Official Gazette:
  • Upon receiving the application, the RoC will publish a notice in the Official Gazette regarding the proposed strike-off.
  • This provides an opportunity for any objections to be raised within 30 days.
• Certificate of Strike Off:
  • If no objections are received, the RoC will issue a Certificate of Strike Off.
  • This certificate confirms that the company is dissolved and no longer exists.

It is essential to comply with all legal formalities to avoid any future liabilities. For detailed guidance, consulting a legal professional or company secretary is advisable. The key provisions governing the strike-off process can be found in the Companies Act, 2013, specifically under Section 248 and related rules.