Company Wind-Down Checklist

VERIFY

Wind-down is irreversible. STK-2 can be revoked within 20 years for fraud. IBC s.59 voluntary liquidation has strict timelines and IBBI oversight. This tool provides a checklist framework. A CA and CS (Company Secretary) must be involved for both routes. Do not file STK-2 or IBC proceedings without professional advice — missed obligations create personal director liability.

Does the company have any of the following?

Two primary routes for closing an Indian private limited company: (1) STK-2 Strike-off (fast track) — for dormant/inactive companies; (2) Voluntary Liquidation under IBC s.59 — for solvent companies with assets and liabilities.
STK-2 Strike-off (Fast Track) recommended

STK-2 route

  1. 1. Hold board meeting: pass board resolution for strike-off; appoint Authorized Representative
  2. 2. Clear all pending filings: ITR, GST returns (GSTR-10 final return), TDS returns, PF/ESIC
  3. 3. Close bank accounts and obtain no-objection from bank
  4. 4. Prepare Indemnity Bond (by directors with personal liability undertaking)
  5. 5. Prepare Statement of Accounts (certified by CA, not older than 30 days from Form STK-2 filing date)
  6. 6. File Form STK-2 on MCA21 portal signed by majority of directors
  7. 7. ROC issues Form STK-7 (notice of strike-off in Official Gazette) — 30-day public notice period
  8. 8. If no objections: ROC strikes off the company name; dissolution effective from date of publication
Timeline: Typically 60-90 days from filing to dissolution (excluding time for clearing pending filings)
Cost: Government fee for Form STK-2 is ₹10,000
GSTR-10 (Final Return): Must be filed within 3 months of GST cancellation or order of cancellation, whichever is earlier
VERIFY

Whether GSTR-10 must be filed before or after STK-2 — GST registration must be surrendered and GSTR-10 filed before the company can properly wind down all liabilities. Confirm sequence with CA.

Liquidator (or director in case of strike-off) must notify the AO within 30 days; cannot distribute assets without clearance from IT department that all dues are paid or adequately secured
VERIFY

Whether s.178 applies strictly to STK-2 (which is administrative strike-off, not winding up) or only to formal winding up under IBC — s.178 uses 'winding up' language; STK-2 is strike-off under Companies Act s.248. In practice, Income Tax department has separate procedures for strike-off companies. CA advice needed on how to obtain IT clearance for STK-2.

VERIFY

Directors remain personally liable even after strike-off for any liability that existed before dissolution. Strike-off can be revoked within 20 years by ROC or court if obtained by fraud or if company had undisclosed assets.

Pre-wind-down checklist

ItemSTK-2IBC
GST File pending GST returns, surrender GST registration, file GSTR-10 final return Same; Liquidator files GSTR-10 after asset realisation
Income Tax File all pending ITRs up to dissolution date; pay all outstanding demand; obtain tax clearance Liquidator responsible; notify AO within 30 days; obtain s.178 clearance before distribution
TDS File pending TDS returns; deposit pending TDS; obtain TDS clearance Liquidator files and deposits all TDS during proceedings
PF/ESIC Pay all outstanding PF/ESIC employer + employee dues; deregister from EPFO/ESIC Employee dues paid under waterfall priority (before unsecured creditors)
ROC Filings All annual returns, AOC-4, MGT-7A current before filing STK-2 Liquidator manages ongoing ROC filings during proceedings
Bank Accounts Close all bank accounts; obtain bank NOC before filing STK-2 Liquidator manages during proceedings; closes after distribution
Trademarks/Patents/IP Transfer or abandon any registered IP before dissolution — cannot be surrendered after strike-off Realised as assets by liquidator
Common Mistakes to Avoid
Filing STK-2 with pending GST/IT dues

ROC can reject or revoke strike-off; directors face personal liability; future director appointments may be blocked under s.164(2)

Using STK-2 when company has creditors

Strike-off does not discharge creditors' rights. Creditors can apply to NCLT for restoration of the company name and pursue claims. Directors remain personally liable.

Not filing GSTR-10 final return

Late GSTR-10 attracts penalty ₹200/day (₹100 CGST + ₹100 SGST) up to ₹10,000. Blocks GST registration closure.

Distributing assets to shareholders before IT clearance

s.178 violation; IT department can hold directors personally liable for undistributed tax claims if assets were prematurely distributed

Statutory basis: Companies Act 2013 ss.248-252 (STK-2 strike-off); Insolvency and Bankruptcy Code 2016 s.59 (voluntary liquidation of solvent companies); IBC CIRP Regulations 2017; GST Act s.45 + Rule 20 CGST Rules (final GST return); PF/ESIC Act; Income Tax s.178 (special provisions for companies in liquidation)