Company Strike Off Fees: STK-2 Charges Breakdown 2026

Closing a company in India is not free. The government fee for filing Form STK-2 is a flat ₹5,000, but that number alone tells you almost nothing about the actual cost. Between clearing years of pending annual returns, paying accumulated late fees at ₹100 per day per form, settling professional charges for a professional, cancelling GST registration, filing the final income tax return, and preparing notarized affidavits, the real cost of striking off a company ranges from ₹15,000 for a fully compliant company to over ₹3,00,000 for one with 5+ years of missed filings. The MCA's CCFS-2026 amnesty scheme (valid 15 April to 15 July 2026) cuts these costs dramatically by waiving 90% of accumulated late fees and reducing the STK-2 filing fee to just ₹1,250. This guide breaks down every fee component, every hidden cost, and every saving opportunity so you can budget accurately before you begin the company closure process.

Company Strike Off Fee Structure: Complete Breakdown

The total cost of striking off a company has three distinct components: government fees paid to MCA, compliance clearance costs for pending filings, and professional fees paid to the professional handling the process. Understanding each component prevents surprises and helps you negotiate better with service providers.

Component 1: STK-2 Government Fee

Form STK-2 (Application for Removal of Name of Company from Register of Companies) carries a flat government fee of ₹5,000. Unlike most MCA forms where the fee varies by authorized capital slab, STK-2 is a fixed-fee form. Whether your company has ₹1 lakh or ₹50 crore in authorized capital, the filing fee remains ₹5,000.

Component 2: Pre-Filing Compliance Clearance Costs

The ROC will not accept STK-2 if any annual filing is pending. Every overdue form must be filed with the full government fee plus additional late fees before the strike-off application is submitted. This is where costs escalate dramatically for non-compliant companies.

Component 3: Late Fees (Additional Fees) on Overdue Forms

This is the single largest cost driver in most company closures. Under Section 403 of the Companies Act, 2013, every form filed after its due date attracts an additional fee of ₹100 per day of delay. There is no upper cap on this penalty. A single form filed 3 years late accumulates over ₹1,00,000 in additional fees alone.

Total Cost Scenarios: What You Will Actually Pay

The theoretical fee structure means little without real-world context. Below are four common scenarios that cover the vast majority of companies seeking strike off in India. Each scenario includes government fees, late fees, professional charges, and ancillary costs.

Scenario 1: Fully Compliant Company (All Filings Current)

This is the best-case scenario. The company has filed all annual returns (AOC-4, MGT-7) on time, has no pending tax liabilities, and meets all STK-2 prerequisites: nil assets, nil liabilities, and no business activity for at least one year.

Scenario 2: Company with 1-2 Years Pending Compliance

The company missed 1-2 years of annual filings. Two forms per year (AOC-4 + MGT-7) are overdue. Late fees have accumulated but are still manageable. This is the most common scenario for dormant startups that incorporated but operated for only a year or two.

Scenario 3: Company with 3-5 Years Pending Compliance

This is where costs become serious. Companies incorporated during the startup boom of 2018-2021 that were abandoned without any filings now face 3-5 years of accumulated penalties. Without the CCFS-2026 amnesty, the late fees alone can exceed several lakhs.

Scenario 4: Section 8 Company or OPC Closure

Section 8 companies benefit from reduced MCA filing fees across most forms. One Person Companies use the simplified MGT-7A form instead of MGT-7. The STK-2 fee remains ₹5,000 for both entity types, but compliance clearance costs are generally lower.

CCFS-2026: How the Amnesty Scheme Cuts Strike Off Costs

The Companies Compliance Facilitation Scheme 2026, announced by the Ministry of Corporate Affairs via General Circular No. 01/2026 dated 24 February 2026, is the single most important cost-saving opportunity for companies planning closure. The scheme runs from 15 April to 15 July 2026 and offers three major fee reductions for strike-off applicants.

Fee Reduction 1: 90% Waiver on Accumulated Late Fees

The biggest saving. Instead of paying ₹100 per day per form in accumulated additional fees, you pay only 10% of the total additional fee liability. For a company with ₹5,00,000 in accumulated late fees, this means paying just ₹50,000 - a saving of ₹4,50,000.

Fee Reduction 2: STK-2 Fee at 25% of Normal

The STK-2 filing fee drops from ₹5,000 to ₹1,250. While the absolute saving is modest (₹3,750), it is significant for companies already stretched by compliance clearance costs.

Fee Reduction 3: Immunity from Penalty Proceedings

Companies that file all pending returns before receiving an adjudication notice (or within 30 days of receiving one) under Sections 92 and 137 of the Companies Act, 2013 get full immunity from penalty proceedings. This eliminates the risk of additional penalties beyond the filing fees.

STK-2 Prerequisites: What Must Be Done Before Filing

Before spending ₹5,000 on STK-2, you must complete several prerequisites. Each carries its own cost. Skipping any step results in the ROC rejecting your application - and the ₹5,000 is non-refundable.

1. Clear All Pending Annual Filings

File all overdue AOC-4 (financial statements) and MGT-7/MGT-7A (annual return) forms for every financial year since incorporation. Each form requires the base government fee (₹200-₹600 based on authorized capital) plus additional late fees. A qualified auditor must prepare or certify the financial statements for each year. Professional fee for backdated financials: ₹5,000-₹15,000 per year.

2. File DIR-3 KYC for All Directors

Every director with a DIN must have filed DIR-3 KYC for each financial year. DIR-3 KYC is free if filed before the September 30 deadline. Late filing attracts a flat penalty of ₹5,000 per director per instance. A company with 2 directors and 3 years of missed KYC filings faces ₹30,000 in DIR-3 KYC penalties alone.

3. Obtain GST Cancellation

If the company has an active GST registration, it must be cancelled before or alongside the strike-off process. File REG-16 on the GST portal. All pending GST returns must be filed, and the final return (GSTR-10) must be submitted within 3 months of cancellation. Professional fee for GST cancellation: ₹2,000-₹5,000. Pending GST returns add further costs.

4. File Final Income Tax Return

The company must file its final income tax return for the financial year in which it ceases operations. Any pending returns for previous years must also be filed. Expert fee for final ITR preparation and filing: ₹3,000-₹8,000. Tax due (if any) must be paid before filing.

5. Close Bank Accounts

The company's bank account balance should be nil or distributed to shareholders before filing STK-2. The bank requires a board resolution authorizing account closure. There is generally no bank fee for closing a current account, but any minimum balance charges or pending fees must be settled.

6. Obtain Board and Shareholder Approval

A board resolution authorizing the strike-off application must be passed, followed by a special resolution with at least 75% shareholder approval. For companies using the written resolution method, consent from all shareholders suffices. The professional fee for drafting resolutions is usually included in the overall strike-off service charge.

7. Prepare Affidavit and Indemnity Bond

Directors must sign a notarized affidavit declaring the company has no liabilities, and an indemnity bond guaranteeing that any undisclosed liability will be met by the directors personally. Notarization cost: ₹200-₹500 per document. Stamp paper: ₹100-₹500 based on state rules.

Professional Fee Breakdown: What professionals Charge

Professional fees are the second-largest cost component after late fees. What you pay depends on your company's compliance history, the complexity of financial statements to be prepared, and the city where the professional is based. Here is a realistic breakdown of what to expect.

Strike Off vs Winding Up: Cost Comparison

Strike off through STK-2 is the cheapest method to close a company, but it is only available when the company has nil assets and nil liabilities. Companies with assets to distribute, debts to settle, or creditors to pay must go through winding up via the National Company Law Tribunal (NCLT). The cost difference is substantial.

The choice between strike off and winding up is not discretionary. If your company has any assets (including unused bank balances, security deposits, or receivables) or any liabilities (including unpaid vendor invoices, outstanding loans, or tax dues), you must go through winding up. Attempting to file STK-2 with undisclosed assets or liabilities exposes directors to personal liability under the indemnity bond and potential prosecution for fraudulent declaration. For detailed guidance on each method, visit the business closure services page.

Entity-Wise Strike Off Fees: Pvt Ltd, OPC, LLP, Section 8

Different entity types have slightly different closure procedures and cost profiles. Here is what to expect for each major entity type.

Private Limited Company

The standard strike-off process under Section 248(2) of the Companies Act, 2013. File STK-2 with ₹5,000 government fee. Requires special resolution (75% shareholders). Board must pass a closure resolution. All annual filings (AOC-4 + MGT-7) must be current. Most Pvt Ltd closures cost ₹15,000-₹30,000 when fully compliant. Average cost with 2-3 years pending: ₹50,000-₹1,50,000 (under CCFS-2026).

One Person Company (OPC)

OPCs follow the same STK-2 process but benefit from simplified compliance. OPCs file MGT-7A (simplified annual return) instead of MGT-7, and are exempt from holding an AGM. The sole member's consent replaces the special resolution requirement. Professional fees are typically 20-30% lower than for Private Limited Companies. Total cost for compliant OPC closure: ₹12,000-₹22,000.

Limited Liability Partnership (LLP)

LLPs file Form 24 (not STK-2) with a government fee of ₹3,000. Pending Form 8 (Statement of Account and Solvency) and Form 11 (Annual Return) must be cleared first. LLP late fees are also ₹100 per day per form. The 2026 LLP Amnesty Scheme offers similar relief (late fee capped at ₹5,000 per document with a ₹10/day rate). Total cost for compliant LLP closure: ₹10,000-₹18,000.

Section 8 Company (Non-Profit)

Section 8 companies can be struck off through STK-2, but dissolution also requires consideration of charitable asset transfer rules. Remaining assets (if any) must be transferred to another Section 8 company or similar entity with comparable objects - they cannot be distributed to members. MCA filing fees are discounted for Section 8 companies. Total cost for compliant Section 8 closure: ₹18,000-₹30,000.

Hidden Costs That Most Guides Do Not Mention

The strike-off fee guides published by most service providers stop at the STK-2 government fee and professional charges. In practice, several additional costs catch founders off guard. Budgeting for these upfront prevents cash flow surprises during the closure process.

Digital Signature Certificate (DSC)

Every MCA form filing requires a valid DSC. If the signing director's DSC has expired (common for dormant companies), renewal costs ₹1,500-₹2,500 for a Class 3 certificate. Obtaining a fresh DSC for a director who never had one costs the same. At least one director must have a valid DSC to sign STK-2 and all pending compliance forms.

Auditor Fees for Preparing Financial Statements

Each overdue AOC-4 filing requires audited financial statements. If the company did not maintain books of accounts during dormancy, the auditor must prepare financial statements from scratch based on bank statements and available records. This costs ₹5,000-₹15,000 per financial year, separate from the filing professional's fee. Companies with 5 years of pending filings may face ₹25,000-₹75,000 in auditor fees alone.

DIR-3 KYC Penalties

Directors who fail to file DIR-3 KYC before the September 30 deadline each year face a ₹5,000 penalty per instance. A company with 2 directors and 3 missed KYC years owes ₹30,000 in penalties. This cost is often excluded from the professional's quote because it is technically a director's personal obligation, not a company expense.

Tax Dues and Interest

The company must file its final income tax return. If there are any tax shortfalls from previous years (advance tax, TDS deposits, or self-assessment tax), interest under Sections 234A, 234B, and 234C applies. Additionally, any pending TDS returns must be filed with applicable late fees (₹200 per day under Section 234E, capped at the TDS amount).

GST Compliance Clearance

If the company has an active GST registration, all pending GSTR-1 and GSTR-3B returns must be filed before applying for cancellation. Each late GSTR-3B return attracts a ₹50/day late fee (₹20/day for nil returns). After cancellation, the final return (GSTR-10) must be filed within 3 months. Professional fee for GST cancellation with pending returns: ₹3,000-₹10,000.

Newspaper Publication (if required)

While STK-2 does not mandatorily require newspaper publication by the applicant (the ROC publishes a notice on the MCA portal), some professionals recommend publishing a public notice in a local newspaper as a safeguard against stakeholder objections. Cost: ₹3,000-₹8,000 for publication in one English and one vernacular newspaper.

Annual Cost of NOT Closing: Why Delay Is the Most Expensive Option

Many founders assume that ignoring a dormant company is cheaper than closing it. This is incorrect. An abandoned company continues to accumulate obligations every year it remains active on the MCA register. Here is what it costs to not close your company.

After 3 consecutive years of non-filing, all directors face disqualification under Section 164(2), which bars them from serving as directors in any company in India for 5 years. The cost of resolving director disqualification alone (₹25,000-₹75,000 in legal and compliance fees) far exceeds the cost of a timely strike off.

STK-2 Filing Process and Fee Payment Steps

Understanding the step-by-step filing process helps you budget for each stage and avoid paying for services you can handle yourself.

1. Conduct Compliance Audit: Review all pending filings on the MCA portal. Check the company's master data for any discrepancies. Identify overdue forms and calculate total late fees. Cost: ₹0 (self) or ₹2,000-₹5,000 (professional).
2. Prepare and File Overdue Annual Returns: Engage an auditor to prepare financial statements for each overdue year. File AOC-4 and MGT-7/MGT-7A for all pending financial years. Pay base filing fees plus additional late fees. Cost: varies based on years pending (see scenarios above).
3. File DIR-3 KYC for All Directors: Each director files DIR-3 KYC on the MCA portal. Late filing attracts ₹5,000 penalty per director per instance. Cost: ₹0 (on time) or ₹5,000 per director (late).
4. Cancel GST Registration: File REG-16 on the GST portal. Complete all pending GST returns. File GSTR-10 within 3 months of cancellation. Cost: ₹2,000-₹5,000 (professional) + pending return late fees.
5. File Final Income Tax Return: Prepare and file the final ITR for the year of cessation. Pay any outstanding tax with interest. Cost: ₹3,000-₹8,000 (Expert fee).
6. Pass Board Resolution and Special Resolution: Board meeting to approve strike off. Special resolution requiring 75% shareholder approval. Document minutes and resolutions. Cost: included in professional fee.
7. Prepare Notarized Affidavit and Indemnity Bond: Directors sign affidavit declaring nil liabilities. Indemnity bond on appropriate stamp paper. Get both notarized. Cost: ₹500-₹1,500.
8. File STK-2 on MCA Portal: Upload STK-2 with all attachments (resolutions, affidavit, indemnity bond, statement of accounts). Pay ₹5,000 government fee online (₹1,250 under CCFS-2026). Sign with valid DSC. Cost: ₹5,000 (or ₹1,250 under CCFS-2026).
9. ROC Processing and Public Notice: ROC publishes notice on MCA website. 30-day window for stakeholder objections. If no objections, ROC issues strike-off order. Cost: ₹0 (no applicant fee for this stage). Timeline: 3-6 months.
10. Gazette Notification: The company's name is published in the Official Gazette, confirming removal from the register. The company ceases to exist as a legal entity. Cost: ₹0.

Alternatives When Strike Off Costs Are Too High

Companies with massive accumulated penalties sometimes find the closure cost exceeds what founders can afford. The most practical alternative is the CCFS-2026 window (15 April - 15 July 2026), which reduces accumulated late fees by 90%. The MCA has periodically announced similar schemes (CODS 2018, CFSS 2020, CCFS-2023), suggesting future windows may also become available. Another option is applying for dormant status under Section 455 via Form MSC-1 (fee reduced to 50% under CCFS-2026), which minimizes annual compliance to just Form MSC-3 while preserving the company. As a last resort, if the company does not file for 2 consecutive years, the ROC may initiate suo motu strike off under Section 248(1) - but this disqualifies all directors for 5 years and should only be considered when no other path is viable.

Company Strike Off Fee: Quick Reference Table

Use this consolidated table to estimate your total strike-off cost based on your company's current compliance status.

Summary

The company strike off fee in India is not a single number - it is a sum of multiple cost components that vary dramatically based on your company's compliance history. The STK-2 government fee is a flat ₹5,000 (₹1,250 under CCFS-2026), but this is typically less than 10% of the total closure cost. The real expense lies in clearing accumulated late fees at ₹100 per day per overdue form, preparing backdated financial statements, paying professional charges, and handling ancillary costs like GST cancellation, final ITR filing, and DSC renewal. A fully compliant company can close for ₹15,000-₹30,000. A company with 3-5 years of missed filings faces ₹3,00,000-₹10,00,000 without the CCFS-2026 amnesty - or ₹90,000-₹2,50,000 with it. The CCFS-2026 scheme (15 April to 15 July 2026) is the single most important cost-saving tool available, offering a 75% reduction on the STK-2 fee and 90% waiver on accumulated late fees. If you are planning to close your Private Limited Company, shut down an OPC, close an LLP, or dissolve a Section 8 Company, starting the process now and filing within the CCFS-2026 window is the most financially rational decision. Every month of delay adds ₹6,000-₹12,000 in additional penalties to your eventual bill.