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A Pvt Ltd company or LLP that has stopped trading does not disappear on its own. It sits on the MCA register racking up late filing fees and creating personal exposure for its directors, until someone actively closes it or the Registrar closes it for them. Most founders search for "close my company" and assume there's one process to follow. There are three, and they solve different problems.
Key takeaway
Closing a company or LLP has three real routes. Strike-off (Form STK-2 for a company, Form 24 for an LLP) suits an entity with nil assets and nil liabilities that nobody plans to use again. Dormant status under Section 455 keeps a company alive at reduced compliance for a founder who might revive it, capped at five consecutive years, with no LLP equivalent. Voluntary liquidation under the Insolvency and Bankruptcy Code is for a solvent entity with real assets to distribute or real creditors to pay, and it needs a registered Insolvency Professional running it. The cost that actually hurts on any of these routes is almost never the government fee. It's however many years of overdue annual filings have to be cleared first.
Which route actually fits your situation
Route
Fits
Doesn't fit
Strike-off (STK-2 / Form 24)
Nil assets, nil liabilities, entity is done for good
Any real asset or debt still on the books
Dormant status (Section 455, companies only)
You might use the same entity again within 5 years
LLPs, since no equivalent exists, or anyone certain they're done
Voluntary liquidation (IBC)
This article is general information, not legal advice. If you need advice for your specific situation, contact Buildwright directly.
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Solvent entity with real assets or creditors, run by a registered Insolvency Professional
Anyone who can honestly certify nil assets and liabilities, that's strike-off territory
Route 1: strike-off, Form STK-2 for a company
Section 248(2) of the Companies Act 2013 lets a company apply for its own voluntary strike-off, once a board resolution is followed by a special resolution, or written consent from members holding at least 75% of paid-up capital by value. Every director signs two documents: a notarised affidavit on Form STK-4 confirming the company has no dues, and a notarised indemnity bond on Form STK-3, on stamp paper, undertaking to cover anyone who suffers a loss from the strike-off. A Chartered Accountant also certifies a statement of assets and liabilities dated no more than 30 days before filing. File it 31 days old and the ROC rejects the application outright. This part of the process doesn't bend.
The government fee for STK-2 is ₹10,000. It's held there since the Companies (Registration Offices and Fees) Amendment Rules, 2019 doubled it from ₹5,000, effective 10 May 2019. Some pages online still quote ₹5,000. That figure is seven years out of date.
Not every company can use STK-2. The Registrar turns away:
Listed companies
Section 8 (non-profit) companies
Companies under inspection, investigation, or with pending prosecutions
Companies with outstanding public deposits or pending charges
Companies that changed their name, shifted their registered office, or did any business in the preceding 3 months
NBFCs, HFCs, insurers, and SEBI-regulated intermediaries, unless their sectoral regulator has already issued a no-objection
Strike-off, Form 24 for an LLP
The LLP version runs on LLP Rules 2009, Rule 37, processed centrally through C-PACE, the MCA's dedicated exit-processing centre, since 5 August 2024. It needs consent from every partner, written consent from any creditors who exist, a designated partner's affidavit on ₹200 stamp paper affirming inactivity and nil liabilities, and an indemnity bond executed by all partners.
The government fee is ₹500 or ₹1,000 depending on which source you read, and one compliance firm notes MCA charges ₹1,000 by default in practice regardless of small-LLP status. We won't pretend that's settled to the rupee. What is settled: it's a few hundred rupees, nowhere close to the ₹10,000 a company pays.
A flat ₹100-a-day, uncapped late fee for LLP Form 8 and Form 11 still circulates online. It's dead. The LLP (Amendment) Rules, 2022 (2nd Amendment), effective 1 April 2022, replaced it with a delay-scaled multiplier: up to 15x the normal fee for a Small LLP, up to 30x for any other LLP, and only past 360 days of delay does a per-day charge resume, ₹10/day for Small LLPs and ₹20/day for the rest. The exact bracket cutoffs below 360 days aren't independently confirmed at primary-source level. That the fee is delay-scaled rather than flat is well established.
Route 2: dormant status, for a company you might use again
Section 455 lets a company that has made no significant accounting transaction for two financial years apply, via Form MSC-1 after a board and special resolution, to go dormant instead of shutting down. The company keeps its CIN, name, and PAN. Compliance drops to one simplified annual return, Form MSC-3. And it stays out of any Registrar-initiated strike-off drive. The MSC-1 filing fee is already 50% of the standard ROC slab, on its own, separate from any scheme discount.
Dormant status has a clock. A company can stay dormant for a maximum of five consecutive years before the Registrar moves to strike it off, and missing an MSC-3 filing or the annual fee while dormant triggers strike-off early. There's no LLP version of this route at all. Choose dormant over strike-off when you might restart the same entity and can live with a light annual filing. Choose strike-off when you're certain you never want this entity again and want the overhead at zero rather than reduced.
Route 3: voluntary liquidation, and why we hand it off
Voluntary liquidation sits under Section 59 of the IBC 2016 and the IBBI (Voluntary Liquidation Process) Regulations 2017, a different statute and a different regulator from everything above. It's available only to a solvent entity, one that can pay its debts in full from its own assets. A director or partner declares solvency, a special resolution appoints a registered Insolvency Professional as liquidator within 4 weeks of that declaration, creditors holding two-thirds in value approve within 7 days if any debt exists, and the liquidator makes a public announcement within 5 days of appointment.
The line is plain. Our strike-off and Form 24 services depend on the entity being able to honestly certify nil assets and nil liabilities. That's what STK-4, STK-3, and the Form 24 affidavits actually swear to. If you can't make that certification truthfully, because there are real assets to split or real creditors to pay, you need a registered Insolvency Professional running a liquidation. We'll tell you that directly rather than accept an engagement we can't honestly deliver.
The pre-condition nobody budgets for
Ask around about what strike-off costs and most answers get built around the government fee. That's the wrong number to anchor on. Before the ROC accepts STK-2, every overdue AOC-4 and MGT-7 up to your last active financial year has to be filed, each carrying its own late-fee slab. The LLP side is the same shape: overdue Form 8 and Form 11, at the delay-scaled multiplier described above. A company that stopped filing three years ago isn't a flat-fee job. It's a filing-history review first, and a strike-off application second.
Sequencing: GST, your bank account, and PAN
Filing strike-off while your GST registration is still active is a common rejection reason. The sequence that works: file every pending GST return, apply for cancellation on Form REG-16, compute and pay the Rule 44 input tax credit reversal on closing stock and capital goods, then wait for the REG-19 cancellation order, typically 30 to 45 days. GSTR-10, the final return, is filed separately within 3 months of that cancellation. Miss it and the late fee runs ₹200 a day, capped at ₹10,000. We handle this sequencing as part of our GST cancellation service if you haven't started it yet.
Your bank account needs to be closed, or a closure certificate obtained, before your CA can sign off on the nil statement of accounts your strike-off filing depends on. PAN surrender comes after dissolution is complete and your income-tax filings are current to that date. It's a lower-stakes step than GST, and the procedural detail beyond that hasn't turned up a source solid enough to state here.
What it actually costs and how long it takes
Pvt Ltd (clean company)
LLP (clean LLP)
Government fee
₹10,000 standard
₹500-1,000, exact figure unverified
Typical professional fees
₹8,000-25,000 for drafting and filing
Broadly similar in scale, quoted per case
All-in, already compliant
Roughly ₹15,000-30,000+
Driven mostly by the overdue Form 8/11 catch-up cost
Timeline
Roughly 3-6 months, board resolution to dissolution notice
Roughly 25-30 days once a clean application is filed, via C-PACE
A live MCA scheme changes the company-side numbers above, for now. CCFS-2026, introduced by General Circular 01/2026 (24 February 2026) and in force from 15 April 2026, cuts the STK-2 fee to ₹2,500, 25% of the standard ₹10,000, and cuts late-filing additional fees on annual returns to 10% of what's otherwise due. It was due to close 15 July 2026 and was extended by General Circular 03/2026 (8 July 2026) to 31 August 2026, after MCA's data centre needed restoring following a fire on 5 June 2026. LLPs are explicitly excluded. The scheme defines "company" per Section 2(20), and no LLP form appears on its eligible list. As of this writing, the window closes in about five weeks. If your Pvt Ltd company has been sitting dead for a while, that's a real deadline, and worth confirming is still live before you act on it.
Quick decision guide
Which route fits your situation?
Nil assets, nil liabilities, never using this entity again
→ Strike-off, STK-2 for a company or Form 24 for an LLP
Might revive the same entity within 5 years, company only
→ Dormant status under Section 455
Real assets to distribute or real creditors to settle
→ Voluntary liquidation, via a registered Insolvency Professional
You owe money you can't pay
→ Creditor-driven insolvency, outside this guide and outside BuildWright's scope, talk to an insolvency professional
Filing while GST is active is a common rejection reason. Cancel your GST registration first, get the REG-19 order in hand, and then file STK-2 or Form 24.