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Start with the basics — what “closure” means

Closing a Section 8 company means removing it from the Registrar of Companies (RoC) register so it legally stops existing. You must follow India’s Companies Act, 2013 procedures.

There are two main ways:

1. Strike off the company (fast, if no debts/liabilities)
2. Winding-up (liquidation) (formal closure if there are assets/debts)

I’ll explain the most common one first — strike off.

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✅ STEP-BY-STEP: Strike Off a Section 8 Company

1. Stop business & settle everything

Before you do anything:
✔ The company should have stopped operations (ideally inactive)
✔ It must not have any liabilities (no loans, unpaid bills, taxes, salaries)
✔ Close bank accounts and settle all dues
✔ File all pending annual returns / financials with RoC (AOC-4, MGT-7, etc.)

2. Board Meeting

Call a Board of Directors meeting and do these:
📌 Pass a Board Resolution saying:

“We want to close (strike off) the company.”
This is the first official internal decision.

3. Member Approval (EGM)

✔ Hold an Extraordinary General Meeting (EGM) of members
✔ Pass a Special Resolution (needs at least 75% votes) to close the company.
This is required before official filings.

4. File the Special Resolution (MGT-14)

Within 30 days of the EGM:
📍 File Form MGT-14 on the MCA portal to inform the RoC.
Attach: Certified resolution, meeting notice, explanatory statement.

5. Prepare declarations and accounts

You’ll need documents showing:
✅ All liabilities are cleared
✅ A declaration/affidavit from directors
✅ Statement of accounts (assets & liabilities)
These must be certified by a Chartered Accountant if required.

6. File Form STK-2 (Strike-Off Application)

📍 This is the main application.
✔ File Form STK-2 through MCA’s C-PACE portal
✔ Attach all relevant docs, board + shareholder resolutions, statements, affidavits, and fees.
Note: As a Section 8 company, you usually also need Regional Director approval before this filing.

7. Public Notice

Once STK-2 is accepted:
MCA/RoC issues a public notice (30 days) on the MCA site and Official Gazette.
This lets anyone (creditors, stakeholders) raise objections.

If no objections come within 30 days → move to final step.

8. Company is struck off

After no objections, the Registrar will officially strike the company’s name from the register.
This means the company no longer exists legally.

If you want to close your Section 8 company in India legally and smoothly, you can apply using the link below.

� Click here for Section 8 Company Closure Registration

Notes you must know

A Section 8 company can’t just file STK-2 like private companies — Regional Director approval is normally required because it’s a non-profit entity.
Even after strike-off, directors may still be responsible for any past liabilities if something crops up later.
If the company has assets or debts, you must go through winding-up instead

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