STK-2 Form Filing on MCA V3 Portal: 2026 Updated Steps
Filing STK-2 on the MCA V3 portal is the formal process for voluntary strike off of a company's name from the Register of Companies under Section 248(2) of the Companies Act, 2013. When a company has ceased operations and its promoters want to shut it down permanently, STK-2 is the prescribed route. The MCA V3 portal, which replaced the older V2 interface in phased rollouts, now handles STK-2 submissions digitally through the Central Processing and Approval Centre for E-forms (C-PACE). The process involves a board resolution, special resolution from members, filing the form with supporting documents (affidavit, indemnity bond, statement of accounts), and a public notice period before the ROC issues the final strike off order. This guide covers every step of the STK-2 filing process on MCA V3 in 2026, from prerequisites to post-filing compliance.
- STK-2 is the application for voluntary strike off under Section 248(2) of the Companies Act, 2013
- Filed on MCA V3 portal with ₹5,000 government fee (for authorized capital up to ₹1 lakh)
- Requires board resolution by two-thirds of directors plus special resolution or 75% member consent
- Key attachments: affidavit (₹10 stamp paper), indemnity bond (₹100 stamp paper), statement of accounts
- C-PACE processes the application; total timeline is 3 to 6 months including the 30-day public notice period
- All annual filings, GST cancellation, and tax clearances must be completed before filing
What Is Form STK-2 and When Is It Required?
Form STK-2 is the statutory application filed by a company with the Registrar of Companies (ROC) to request voluntary removal of its name from the Register of Companies. This process is governed by Section 248(2) of the Companies Act, 2013 read with Rule 4 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.
The form is used when a company that has been inactive, dormant, or has ceased business operations wants to close down formally instead of going through the more complex and expensive winding-up process under the NCLT. STK-2 is specifically for voluntary applications - the company's own directors initiate the process. This is distinct from STK-1, where the ROC initiates strike off against a company that has failed to file annual returns for two or more consecutive financial years.
When Should You File STK-2?
STK-2 is the right choice when the company meets these criteria:
- The company has not commenced business within one year of incorporation, or
- The company has not carried on any business or operations for two immediately preceding financial years
- The company has no liabilities - all creditors and debts are settled
- No pending legal proceedings against or by the company
- No pending deposits or charges registered against the company
- All regulatory filings (ROC, Income Tax, GST) are up to date
Strike off via STK-2 is only for companies with no liabilities and no assets to be distributed. If the company has outstanding debts, unpaid creditors, or significant assets requiring formal liquidation, you must go through the winding-up process under Section 271-365 before the NCLT. Filing STK-2 without settling liabilities can result in rejection and personal liability for directors.
Prerequisites Before Filing STK-2 on MCA V3
Before initiating the STK-2 filing, the company must complete a series of mandatory clearances and compliance steps. Missing any of these will result in rejection by C-PACE, adding months to the closure timeline. Based on processing patterns observed in 2025-2026, these are the most frequently cited rejection grounds.
| Requirement | Details | Consequence of Non-Compliance |
|---|---|---|
| Annual filings up to date | File all pending AOC-4 and MGT-7/MGT-7A up to the FY of application | Automatic rejection by C-PACE |
| GST cancellation | File GST REG-16, complete all pending returns, file GSTR-10 final return | Query raised; delayed processing |
| Income tax clearance | File all pending ITRs, clear outstanding demands, obtain tax clearance | Rejection or post-strike-off recovery action |
| Close bank accounts | Zero out balances and close all current/savings accounts in company name | ROC may consider company still operational |
| Settle all liabilities | Pay off creditors, employees, vendors; obtain NOCs where possible | Objections during public notice period |
| No pending charges | Satisfy and file CHG-4 for all registered charges on MCA | C-PACE rejects application with active charges |
| No pending legal proceedings | Resolve or withdraw all litigation, arbitrations, and tribunal matters | Rejection and potential contempt proceedings |
| DIR-3 KYC of all directors | All directors must have filed DIR-3 KYC; DINs must be in Active status | Form cannot be digitally signed with deactivated DIN |
The statement of accounts attached with STK-2 must not be older than 30 days from the date of application. This means you should prepare the final accounts close to the filing date - not months in advance. The statement must be signed by a practicing Tax Professional and show a nil balance or near-nil balance with full disclosure of how remaining assets were disposed of.
Board Resolution and Member Approval Process
The STK-2 application requires two levels of approval before it can be filed: a board resolution followed by member consent. The procedural sequence is critical - filing without proper authorization is grounds for rejection.
Step 1: Board Resolution
The board must pass a resolution authorizing the company to apply for strike off. This resolution requires approval by not less than two-thirds of the total number of directors at a validly convened board meeting. The resolution should specifically authorize:
- Filing of Form STK-2 with the ROC
- A named director to sign the STK-2 form digitally
- All directors to execute the affidavit and indemnity bond
- Appointment of a practicing professional (qualified professional or Cost Accountant) to certify the form
Step 2: Special Resolution or Member Consent
After the board resolution, the company must obtain approval from its members through either a special resolution passed at a general meeting (requiring 75% majority) or written consent of at least 75% of the total members. If a special resolution is passed, the company must also file Form MGT-14 with the ROC within 30 days of passing the resolution.
For a One Person Company, the sole director passes the board resolution and the sole member provides written consent. For a company with only 2 directors, both must approve (since two-thirds of 2 requires both). OPC closure through IncorpX handles the entire documentation process including resolution drafting.
Documents Required for STK-2 Filing
The following documents must be prepared and uploaded as attachments when filing STK-2 on the MCA V3 portal. Each document has specific format requirements. All uploads must be in PDF format and within the size limits prescribed by MCA (typically 5 MB to 10 MB per attachment).
| Document | Format Requirements | Stamp Paper Value |
|---|---|---|
| Board resolution | Certified true copy signed by a director and compliance professional (if any) | Not applicable |
| Special resolution / Members' consent | Certified copy; MGT-14 filing receipt if special resolution route used | Not applicable |
| Affidavit by every director | Sworn before Notary Public, individual affidavit per director | ₹10 non-judicial stamp paper |
| Indemnity bond by every director | Notarized, individual bond per director; covers post-strike-off liabilities | ₹100 non-judicial stamp paper |
| Statement of accounts | Not older than 30 days from application date; certified by a qualified professional | Not applicable |
| NOC from regulatory authorities | From GST, Income Tax, EPFO, ESIC if the company was registered with these bodies | Not applicable |
| Copy of cancelled GST certificate | GST REG-06 cancellation order from the GST portal | Not applicable |
| Latest income tax acknowledgement | ITR-V or filing acknowledgement for the last financial year | Not applicable |
The most common document-related rejection is incorrect stamp paper denomination for the affidavit (must be ₹10) and indemnity bond (must be ₹100). Using plain paper, incorrect denomination, or e-stamp paper of wrong value will result in a resubmission query from C-PACE. Ensure each director files a separate affidavit and bond - a single combined document for all directors is not accepted.
Step-by-Step STK-2 Filing Process on MCA V3 Portal
The following is the complete step-by-step process for filing STK-2 on the MCA V3 portal. This applies to filings made in 2026 on the current V3 interface.
Step 1: Log In to MCA V3 Portal
Navigate to www.mca.gov.in and access the MCA V3 portal. Log in using your Business User credentials (the same credentials that work on V2). If this is your first time accessing V3, your credentials will still work - no re-registration is needed. Ensure you are using Google Chrome (version 100+) or Microsoft Edge for compatibility.
Step 2: Navigate to Form STK-2
From the V3 dashboard, go to the e-Filing section and search for 'STK-2' in the form search bar. Select "Application by Company for Removal of Name of Company from Register of Companies". The V3 portal will open the form in a new filing window.
Step 3: Enter Company Details
Enter the company's Corporate Identity Number (CIN). The MCA V3 portal will auto-populate the company name, registered office address, date of incorporation, authorized and paid-up capital, and the status of annual filing compliance from the ROC database. Verify that all pre-filled details are correct.
Step 4: Fill in Application Details
Complete the following fields in the form:
- Reason for strike off - Select the applicable reason (company has not commenced business / company is not carrying on business for two preceding FYs)
- Date of last AGM and date of last annual filing
- Declaration - Confirm that the company has no pending liabilities, no assets, and no pending litigation
- Details of pending litigation (if any - must be nil for approval)
- Details of pending charges (must be nil)
Step 5: Upload Attachments
Upload all required documents in PDF format under the attachments section:
- Board resolution (certified true copy)
- Special resolution or members' written consent
- Affidavit from each director (notarized, on ₹10 stamp paper)
- Indemnity bond from each director (notarized, on ₹100 stamp paper)
- Statement of accounts (not older than 30 days, certified)
- GST cancellation certificate
- Income tax filing acknowledgement
- Any additional NOCs or supporting documents
Step 6: Professional Certification
A a qualified professional, Expert, or Cost Accountant must certify the form. Enter the professional's name, membership number, certificate of practice number, and contact details. The professional certifies that all statements made in the form are true and all applicable legal requirements have been complied with.
Step 7: Digital Signature and Submission
The form must be signed using a Class 3 DSC of the authorized director (as named in the board resolution). Ensure the emsigner utility is running on your system - the V3 portal will prompt for DSC selection. After signing, review all details one final time and click Submit. The portal generates an SRN (Service Request Number) upon successful submission.
Step 8: Make Payment
After submission, the MCA V3 portal redirects to the payment gateway. Pay the prescribed government fee (₹5,000 for companies with authorized capital up to ₹1 lakh). Payment can be made via net banking, debit card, credit card, or UPI. Upon successful payment, the SRN status changes to 'Paid' and the form enters the C-PACE processing queue.
The MCA V3 portal allows you to save a partially filled STK-2 form as draft and return to it within 15 days. This is useful since gathering all attachments (especially notarized affidavits and bonds from multiple directors) can take time. Access your saved drafts from the V3 dashboard under the 'Saved Drafts' section.
STK-2 Fee Structure on MCA V3
The government fee for STK-2 depends on the company's authorized share capital. The fee structure is prescribed under the Companies (Registration Offices and Fees) Rules, 2014, and applies uniformly on MCA V3.
| Authorized Share Capital | Normal Fee (₹) | Additional Fee for Delayed Filing |
|---|---|---|
| Up to ₹1,00,000 | ₹5,000 | Not applicable (event-based form) |
| ₹1,00,001 to ₹5,00,000 | ₹5,000 | Not applicable |
| ₹5,00,001 to ₹25,00,000 | ₹5,000 | Not applicable |
| ₹25,00,001 to ₹1,00,00,000 | ₹5,000 | Not applicable |
| Above ₹1,00,00,000 | ₹5,000 | Not applicable |
STK-2 is an event-based form, not an annual filing. There is no concept of delayed filing or additional fees - the ₹5,000 fee applies at the time of voluntary application regardless of when it is filed. However, if the company has pending annual filings (AOC-4, MGT-7), those must be filed first and may attract their own additional/late fees before STK-2 can be processed.
Beyond the ₹5,000 government fee, budget for professional fees (Expert certification: ₹3,000 to ₹10,000), notarization charges (₹500 to ₹2,000), stamp paper costs, and fees for filing any pending annual returns. The total cost of closing a Private Limited Company through the STK-2 route typically ranges from ₹8,000 to ₹25,000 depending on compliance status.
C-PACE Processing of STK-2 Applications
Once STK-2 is filed and paid on MCA V3, it enters the processing queue at the Central Processing and Approval Centre for E-forms (C-PACE). C-PACE replaced the individual ROC offices as the primary processing hub for most MCA filings, bringing standardized processing timelines and reducing regional inconsistencies.
How C-PACE Reviews STK-2
The C-PACE officer examines the STK-2 application against the following parameters:
- Filing compliance status - Are all AOC-4 and MGT-7 filings up to date on MCA records?
- Active charges - Does the company have any unsatisfied charges registered?
- Director DIN status - Are all directors' DINs in Active status with current DIR-3 KYC?
- Document completeness - Are all mandatory attachments present and correctly formatted?
- Stamp paper and notarization - Are the affidavit and indemnity bond on the correct denomination?
- Statement of accounts freshness - Is the statement dated within 30 days of the application?
- Pending litigation check - Cross-verification against NCLT and court databases
C-PACE Processing Timeline
| Stage | Activity | Expected Duration |
|---|---|---|
| Stage 1 | Form submission and payment on MCA V3 | Day 1 |
| Stage 2 | C-PACE initial review and compliance verification | 15 to 30 working days |
| Stage 3 | Query raised (if deficiencies found); resubmission within 15 days | 15 to 30 additional working days |
| Stage 4 | Public notice in Official Gazette and MCA portal | 30 days (objection period) |
| Stage 5 | Final order for strike off (if no objections received) | 15 to 30 working days after notice period |
| Total | End-to-end processing (without queries) | 3 to 4 months |
| Total (with queries) | End-to-end processing with resubmission | 5 to 6 months |
You can track the status of your STK-2 application in real time from the MCA V3 dashboard using the SRN generated at submission. The V3 portal shows the current processing stage, any queries raised, and the final outcome once processed.
Common STK-2 Filing Errors and How to Avoid Them
Based on filing patterns and C-PACE query data, these are the most frequent errors that delay STK-2 processing. Avoiding them can cut your processing time by 2 to 3 months.
| Error | Impact | How to Avoid |
|---|---|---|
| Pending AOC-4 or MGT-7 | Automatic rejection | File all pending annual returns before initiating STK-2; check MCA compliance status |
| Active charges on company | Rejection | File CHG-4 (satisfaction of charge) for all registered charges before STK-2 |
| Wrong stamp paper denomination | Resubmission query | Affidavit on ₹10 stamp paper; indemnity bond on ₹100 stamp paper; verify state-specific rules |
| Statement of accounts older than 30 days | Resubmission query | Prepare the statement close to filing date; have Expert certify it within the same week |
| DSC not associated with MCA V3 | Cannot submit form | Re-associate DSC on MCA V3 profile; update emsigner utility to latest version |
| GST not cancelled | Query from C-PACE | Complete GST cancellation (REG-16 + GSTR-10) before filing STK-2 |
| Missing notarization on affidavit/bond | Resubmission | Ensure every director's affidavit and bond is notarized individually by a Notary Public |
| DIN deactivated (DIR-3 KYC not filed) | Cannot sign form digitally | File DIR-3 KYC for all directors; pay ₹5,000 late fee if past due date; reactivate DIN |
| Board resolution by less than two-thirds directors | Rejection | Verify quorum: two-thirds of total directors must approve (not just those present) |
| Combined affidavit for multiple directors | Resubmission | Each director must execute a separate individual affidavit and separate indemnity bond |
Post-Strike-Off Compliance and Consequences
After the ROC issues the strike off order and the company's status changes to 'Struck Off' on MCA records, certain legal consequences and residual compliance obligations remain.
Effect on Directors
Directors of a company struck off under Section 248 face the following consequences under Section 164(2)(a) of the Companies Act, 2013:
- If the company was struck off due to non-filing of annual returns or financial statements for a continuous period of 3 years, the directors become disqualified for 5 years from the date of strike off
- Disqualified directors cannot be appointed as directors in any other company during the disqualification period
- However, if the company was struck off voluntarily via STK-2 (i.e., the company filed all returns and proactively applied), the disqualification under Section 164(2)(a) does not apply since the strike off was not for default
This is a critical advantage of voluntary strike off through STK-2 over allowing the ROC to strike off the company for non-filing. Directors who proactively close the company via STK-2 protect their ability to serve as directors in other companies. Directors of companies struck off by the ROC for default face 5-year disqualification and must approach NCLT for removal of disqualification.
Liability of Directors After Strike Off
Under Section 248(7), the liability of every director, manager, or member of a company that has been struck off continues and may be enforced as if the company had not been struck off. This means:
- Any undisclosed liabilities discovered after strike off can be enforced against directors personally
- The indemnity bond filed with STK-2 covers these residual liabilities
- Tax authorities (Income Tax, GST) can pursue recovery from directors for unpaid tax dues
- Creditors can apply to NCLT for restoration of the company and pursue recovery
Income Tax Compliance After Strike Off
The company must file its final income tax return for the period up to the date of strike off. Many companies miss this step, assuming that MCA strike off automatically closes the PAN. The Income Tax Department operates independently - the PAN remains active until a separate closure request is made. The company should file the final ITR, pay any outstanding demand, and apply for PAN cancellation.
STK-2 vs. Other Company Closure Methods
STK-2 is one of multiple routes to close a company in India. The right choice depends on the company's financial status, liabilities, and the speed of closure desired.
| Parameter | STK-2 (Voluntary Strike Off) | STK-1 (ROC-Initiated Strike Off) | NCLT Winding Up |
|---|---|---|---|
| Initiated by | Company (directors) | Registrar of Companies | Company, creditors, or tribunal |
| Legal provision | Section 248(2) | Section 248(1) | Section 271-365 |
| Company status requirement | No liabilities, all filings up to date | Non-filing of returns for 2+ years | Any company (including with liabilities) |
| Director disqualification | No (voluntary closure) | Yes - 5 years under Section 164(2)(a) | No (unless fraud involved) |
| Government fee | ₹5,000 | No fee (ROC initiates) | ₹2,000 to ₹5,000 (tribunal fee) |
| Timeline | 3 to 6 months | 6 to 12 months (ROC discretion) | 12 to 24 months |
| Professional fees (typical) | ₹8,000 to ₹25,000 | Not applicable (involuntary) | ₹50,000 to ₹2,00,000+ |
| Suitable for | Inactive companies with no liabilities | Companies that defaulted on filings | Companies with debts, assets to liquidate |
For most small and medium companies that have simply stopped operations, STK-2 is the fastest and most cost-effective route. It avoids the director disqualification risk of allowing the ROC to strike off the company, and it is far less expensive and time-consuming than NCLT winding up. IncorpX's business closure services help you determine the right closure method for your specific situation.
STK-2 for Different Company Types
The STK-2 process applies to all types of companies registered under the Companies Act, 2013, but certain nuances apply depending on the entity type.
Private Limited Company
The standard STK-2 process described in this guide applies directly to Private Limited Companies. The board resolution requires two-thirds of directors, and a special resolution or 75% member consent is needed. Most STK-2 filings are for dormant or inactive Pvt Ltd companies. Closing a Private Limited Company through STK-2 is the most common scenario.
One Person Company (OPC)
An OPC has one director and one member (who may be the same person). The board resolution is passed by the sole director, and consent is given by the sole member. The affidavit and indemnity bond are executed by the sole director only. The process is simpler but the documentation requirements remain the same. OPC closure services from IncorpX handle the end-to-end process.
Section 8 Company (Not-for-Profit)
A Section 8 Company can file STK-2 for voluntary strike off, but additional considerations apply. The company must ensure that remaining assets are transferred to another Section 8 Company or to the Central/State Government as required under Section 8(1)(ii). The special resolution must specifically address asset transfer. The ROC may require additional documentation on the disposal of assets.
Subsidiary Companies
If the company filing STK-2 is a subsidiary, the holding company's consent may be required depending on the shareholder agreement and the holding company's stake. The holding company should pass its own board resolution approving the closure of the subsidiary. This resolution should be attached as additional documentation with the STK-2.
Troubleshooting DSC and Technical Issues on MCA V3
Technical issues during STK-2 filing on MCA V3 are common, particularly around DSC signing and document uploads. Here are the most frequently encountered issues and their resolutions.
DSC Not Detected by MCA V3
- Ensure emsigner utility is running (download the latest version from the MCA portal)
- Use Google Chrome (100+) or Microsoft Edge - Firefox is not fully supported for DSC
- Clear browser cache and cookies for the MCA domain
- Verify the DSC is associated with the director's DIN on the MCA portal profile
- Check that the DSC certificate has not expired - DSC validity ranges from 1 to 3 years
- If using USB token DSC, ensure the token driver is installed and the device is recognized by the computer
Document Upload Failures
- Each attachment must be in PDF format only - JPEG, PNG, and Word documents are not accepted
- Individual file size must be within 5 MB to 10 MB (varies by attachment field)
- File names should not contain special characters (use alphanumeric characters and hyphens only)
- If upload fails repeatedly, compress the PDF using a PDF optimizer and retry
- Ensure your internet connection is stable - the V3 portal may timeout during large uploads
Payment Gateway Errors
- If the payment fails but the amount is debited, do not re-initiate payment - wait 24 to 48 hours for automatic reconciliation
- If the SRN shows 'Payment Pending' after 48 hours, raise a grievance through the MCA V3 helpdesk
- Use net banking over credit/debit cards for higher success rates on the MCA portal
- Disable browser pop-up blockers for the MCA payment gateway domain
For unresolved technical issues on MCA V3, contact the MCA helpdesk at 0120-4832500 or raise a ticket through the Grievance section on the MCA portal. Response times are typically 3 to 5 working days. For DSC-specific issues, contact your Certifying Authority (eMudhra, Capricorn, Sify) directly.
Timeline Summary: STK-2 Filing to Final Strike Off
Here is the complete end-to-end timeline from the decision to close the company to the final strike off order. This assumes a clean filing with no queries from C-PACE.
| Phase | Activity | Duration |
|---|---|---|
| Preparation | File pending returns, cancel GST, clear tax dues, close bank accounts | 2 to 4 weeks |
| Documentation | Draft board resolution, obtain member consent, prepare affidavits and indemnity bonds | 1 to 2 weeks |
| Filing | Complete STK-2 on MCA V3, upload documents, make payment | 1 to 2 days |
| C-PACE Review | Application examination and compliance verification | 15 to 30 working days |
| Public Notice | Publication in Official Gazette; objection window | 30 days |
| Final Order | ROC passes strike off order; status updated on MCA | 15 to 30 working days |
| Total (Best Case) | Clean filing, no queries, no objections | 3 to 4 months |
| Total (With Queries) | Resubmission required, additional review cycle | 5 to 6 months |
Conclusion
Filing STK-2 on the MCA V3 portal is the most efficient route for closing an inactive company in India. The process is straightforward - board resolution, member consent, supporting documents (affidavit on ₹10 stamp paper, indemnity bond on ₹100 stamp paper, certified statement of accounts), digital filing on V3, and a ₹5,000 government fee. C-PACE processes the application in 3 to 6 months including the mandatory public notice period. The critical success factor is completing all prerequisites before filing: pending annual returns, GST cancellation, income tax clearances, and satisfaction of all charges. Voluntary strike off through STK-2 protects directors from the 5-year disqualification that applies when the ROC strikes off a company for default - making it the preferred closure method for responsible promoters.
IncorpX handles the entire STK-2 filing process end-to-end, from drafting the board resolution and affidavits to filing the form on MCA V3 and tracking the application through C-PACE. Our compliance team ensures every prerequisite is cleared before filing, minimizing the risk of rejection or resubmission queries.
