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

Detailed Legal Analysis

To strike off a defunct private limited company in Salem, you must follow the procedure laid out under Section 248 of the Companies Act, 2013.

The process can be initiated either by the company itself (voluntary strike-off) or by the Registrar of Companies (RoC) if the company has not commenced business within one year of its incorporation or is not carrying on any business for a period of two consecutive financial years. Below are the detailed steps involved in the voluntary strike-off process:

• Board Meeting: Convene a Board Meeting to discuss the proposal for striking off the company. Pass a resolution to approve the proposal.
• Approval from Shareholders: Call a General Meeting to obtain the approval of shareholders. A special resolution must be passed to approve the strike-off.
• Clearance of Debts: Ensure that all liabilities and debts of the company are settled. If there are any outstanding debts, the company cannot be struck off.
• Application for Strike Off: Prepare and file the application in Form STK-2 with the Registrar of Companies. This form requires details such as:
  • Name of the company.
  • Company identification number (CIN).
  • Reasons for seeking strike-off.
• Declaration: Submit a declaration in the prescribed format stating that the company has no outstanding liabilities, and obtain a no-objection certificate from the tax authorities if applicable.
• Publication in Official Gazette: Upon approval of the application, the RoC will publish a notice in the Official Gazette regarding the strike-off.
• Certificate of Strike Off: Once the notice period expires and no objections are raised, the RoC will issue a certificate of strike-off, officially dissolving the company.

It is essential to comply with all requirements to avoid any legal repercussions. Key provisions to consider include:

• Companies Act, 2013, Section 248 - Power of the Registrar to remove names of companies from the register.
• Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 - Detailed rules regarding the strike-off process.

Consulting with a legal professional or a company secretary can help ensure that all the necessary steps and legal requirements are adequately addressed throughout the process.