Strike Off or Wind Up Your Public Ltd Company Legally & Professionally - Starting @ ₹19,999
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Public Limited Company Closure Assistance Package in Junagadh
From ₹19999 IncorpX professional fee for assistance
Timeline depends on the application type and authority review
Documentation assistance Professional assistance
Form STK-2 Application Filing Assistance
Board Resolution Drafting
EGM Special Resolution / Postal Ballot
Indemnity Bond from All Directors
Director Affidavit Preparation
Statement of Assets & Liabilities
Creditor NOC Coordination
Pending Annual Return Filing
GST Cancellation Assistance
SEBI Delisting Guidance (If Listed)
Expert Support
Post-Closure Documentation
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Who Should Read This Page?
This guide is designed for directors of Public Limited Companies in Junagadh seeking closure, compliance professionals managing the compliance and filing process, tax professionals handling financial certifications and tax filings, and legal advisors representing companies before the NCLT (nearest bench) or coordinating SEBI delisting. Promoters, independent directors, nominee directors, and board members responsible for governance decisions during company wind-down will also find this page relevant.
Closing a Public Limited Company in India is a complex legal process that removes the company from the records of the Ministry of Corporate Affairs (MCA) and terminates its legal existence. For businesses registered in Junagadh, whether your company has achieved its objectives, faced financial challenges, or simply remains dormant, proper closure is essential to avoid ongoing compliance burdens, SEBI action, and potential legal consequences. Based on our experience closing 500+ companies, directors who delay closure by 3 or more years pay ₹5 lakh to ₹10 lakh in cumulative penalties.
Under the Companies Act, 2013, a Public Limited Company can be closed through three primary routes: Voluntary Strike-Off (Section 248) by filing Form STK-2 with the Registrar of Companies, Voluntary Liquidation (Section 59 IBC, 2016) for solvent companies wanting orderly wind-down, or Compulsory Winding Up (Section 271) through the National Company Law Tribunal (NCLT). For listed companies, SEBI delisting under the SEBI (Delisting of Equity Shares) Regulations, 2021 must be completed before any closure route. Companies in Junagadh fall under the jurisdiction of the NCLT (nearest bench) for NCLT proceedings and the ROC India for Form STK-2 filings.
Many promoters mistakenly believe that simply stopping operations is sufficient to close a company. However, abandoning a Public Limited Company without formal closure leads to director disqualification under Section 164(2), accumulating penalties of ₹100 per day per form, SEBI action (for listed companies), and personal liability for all directors. Directors of non-compliant companies can be barred from serving as directors in any company for up to 5 years. If you are considering alternatives to closure, you can convert your Public to Private Limited Company instead, which reduces ongoing compliance requirements.
At IncorpX, we provide end-to-end assistance for Public Limited Company closure in Junagadh as part of our business closure assistance. From SEBI delisting and compliance clearance to obtaining the final strike-off or dissolution order, our team of expert professionals has handled 500+ company closures across India. We coordinate with the MCA Portal and the NCLT to ensure your company is closed legally, protecting directors' DINs and future business interests. For Public Limited Company registration or other entity closures like Private Limited Company closure, explore our full range of services.
Closure of a Public Limited Company is the legal process of terminating the company's existence by removing its name from the Register of Companies maintained by the Registrar of Companies (RoC). It can be accomplished through Strike-Off under Section 248 for inactive companies with no liabilities, Voluntary Liquidation under IBC Section 59 for solvent companies, or Winding Up under Section 271 for companies with assets and debts requiring formal liquidation.
For unlisted Public Limited Companies, the strike-off process is similar to Private Limited Companies - filing Form STK-2 with the RoC after passing a special resolution with 75% shareholder majority. For listed Public Limited Companies, the process is more complex as SEBI delisting must be completed first, followed by the MCA closure procedure.
The Insolvency and Bankruptcy Code (IBC), 2016 introduced a third route - Voluntary Liquidation under Section 59 - suitable for solvent Public Limited Companies that want an orderly wind-down with proper asset distribution to shareholders and creditors through an insolvency professional.
Key Characteristics of Public Ltd Closure:
Multiple Closure Routes: Strike-off (Section 248), voluntary liquidation (IBC Section 59), or compulsory winding up (Section 271) depending on the company's circumstances.
SEBI Compliance: Listed companies must complete delisting under SEBI Regulations before MCA closure proceedings.
Shareholder Protection: Minority shareholders have rights to object and receive fair exit value, especially in listed companies.
Creditor Priority: In winding up, creditor claims are settled in statutory priority order before shareholder distribution.
Did You Know?
The MCA introduced C-PACE (Centralized Processing of Accelerated Corporate Exit) to fast-track processing of Form STK-2 applications. This has reduced average processing time for strike-off from 6 to 12 months to 3 to 6 months for both Public and Private Limited Companies.
Quick Eligibility Check: Which Closure Route Suits Your Public Ltd Company?
Before initiating closure, determine whether your Public Limited Company in Junagadh qualifies for the faster STK-2 strike-off route or needs NCLT proceedings. Use IncorpX's eligibility checklist below and then run a free Compliance Health Check on our platform to get a detailed assessment report with your company's compliance gaps, estimated penalty exposure, and recommended closure route.
Eligibility Criteria
STK-2 Strike-Off
NCLT Voluntary Winding Up
NCLT Compulsory Winding Up
Company has outstanding debts?
No (must be NIL)
Yes (solvent, can pay within 12 months)
Yes (unable to pay debts)
Company has assets to distribute?
No (must be NIL)
Yes (orderly distribution needed)
Yes (liquidator manages distribution)
Company is listed on BSE/NSE?
Must delist first via SEBI
Must delist first via SEBI
Delisting handled during process
Pending litigation or disputes?
Not eligible
Not suitable
Suitable (Tribunal resolves disputes)
Inactive for 2+ years?
Required
Not required
Not required
All returns filed up to date?
Required (file pending first)
Required
Not required (penalties apply)
Estimated cost
₹25,000 to ₹50,000
₹1,00,000 to ₹3,00,000
₹1,00,000 to ₹5,00,000
Estimated timeline
3 to 6 months
12 to 18 months
12 to 24 months
Who initiates?
Company (directors + shareholders)
Company (members)
Company, creditors, or RoC
IncorpX Online Dashboard
Once you engage IncorpX for your Public Ltd closure in Junagadh, track every step of your closure process through our online client dashboard. Monitor document status, RoC filing confirmations, public notice timelines, and final strike-off progress in real time. Your dedicated Expert manager updates the dashboard at each milestone so you never need to follow up manually.
Reasons to Close a Public Limited Company in Junagadh
Business owners and promoters decide to close their Public Limited Companies for various legitimate reasons. Understanding your situation helps in choosing the right closure approach:
Dormancy & Inactivity
The company has not conducted any business operations for an extended period, and maintaining compliance with MCA and SEBI (if listed) is a significant financial burden.
Merger or Restructuring
The company is being merged with another entity through a scheme of arrangement under Section 230-232, and the transferor company needs to be dissolved post-merger.
Continuous Losses
The company has been making persistent losses, is unable to generate sustainable revenue, or market conditions have rendered operations commercially unviable.
Promoter/Shareholder Disputes
Irreconcilable differences among promoters, board members, or major shareholders making it impossible to continue business operations.
Business Objective Completed
The company was incorporated for a specific project, SPV purpose, or joint venture that has concluded, and there is no further business intent.
Regulatory or Strategic Reasons
Changes in government policy, regulatory environment, or strategic direction requiring exit from a particular business segment or market.
Before Deciding on Closure
Evaluate alternatives before closing your Public Ltd Company. If the company has valuable licences, brand reputation, or a clean compliance history, consider converting to a Private Limited Company (reduces compliance costs by 40% to 60%) or applying for dormant status under Section 455 (minimal annual compliance while preserving the entity for future use).
Methods to Close a Public Limited Company in Junagadh
The Companies Act, 2013 and IBC, 2016 provide multiple routes for closing a Public Limited Company. The choice depends on the company's listing status, assets, liabilities, and compliance history:
Feature
Strike-Off (STK-2)
Voluntary Liquidation (IBC)
NCLT Winding Up
Governing Law
Section 248, Companies Act 2013
Section 59, IBC 2016
Section 271, Companies Act 2013
Initiated By
Company (Directors & Shareholders)
Company (Members)
Company, Creditors, or RoC
Suitable For
Inactive companies with no liabilities
Solvent companies with assets to distribute
Companies with debts or disputes
Authority
Registrar of Companies (RoC)
NCLT + Insolvency Professional
National Company Law Tribunal
Time Required
3 to 6 months
12 to 18 months
12 to 24 months
Cost
₹25,000 to ₹50,000
₹1,00,000 to ₹3,00,000
₹1,00,000 to ₹5,00,000+
Liquidator Required
No
Yes (Insolvency Professional)
Yes (Official Liquidator)
Listed Company
Must delist first
Must delist first
Delisting as part of process
Revival Possible
Yes, within 20 years via NCLT
No, dissolution is final
No, dissolution is final
Delisting First: If Listed
If your Public Limited Company is listed on BSE or NSE, you must complete SEBI delisting under the SEBI (Delisting of Equity Shares) Regulations, 2021 before initiating any MCA closure route. This involves reverse book building, fair exit price determination, and shareholder approval through postal ballot.
Requirements for Public Limited Company Closure in Junagadh
Before applying for strike-off, your Public Limited Company must meet the following prerequisites:
Closure Prerequisites
No Business ActivityCompany has not carried on business for two years preceding the application
Annual Returns FiledAll annual returns (AOC-4, MGT-7) filed up to date
Income Tax Returns FiledAll income tax returns filed and no pending tax dues
No Pending LiabilitiesNo pending liabilities or assets (or creditor NOCs obtained)
No Pending LitigationNo pending legal proceedings or litigation
Not Listed or DelistedCompany is not listed or delisting has been completed
Special Resolution PassedWith 75% shareholder majority
Director ConsentAll directors (minimum 3) must consent to the application
GST Registration CancelledIf applicable
SEBI Compliance CompletedIf listed company
Documents Required for STK-2 Filing:
Document
Description
Purpose
Board Resolution
Resolution passed by Board of Directors (minimum 3 directors) approving closure
Authorizes the company to apply for strike-off
Special Resolution
Resolution passed by shareholders (75% majority) in EGM or postal ballot
Shareholders' consent for voluntary dissolution
Indemnity Bond
Executed by all directors on non-judicial stamp paper
Directors indemnify against any future claims
Affidavit
Sworn affidavit by all directors before notary/magistrate
Verification of facts stated in the application
Statement of Assets & Liabilities
certified statement as on the date of application
Confirms company has NIL assets or liabilities
NOC from Creditors
No objection certificate from all creditors and debenture holders
Creditor consent for company dissolution
Latest Audited Financial Statements
Audited balance sheet, P&L, and cash flow statement
Verification of company's financial position
Pre-Filing Compliance Check
Run IncorpX's free Compliance Health Check before starting the closure process. The automated check identifies all pending MCA filings, GST returns, income tax dues, and SEBI obligations for your CIN, generating a closure readiness report with estimated penalty exposure and recommended closure route within 24 hours.
Step-by-Step Process for Public Limited Company Closure in Junagadh
Here's how IncorpX helps you close your Public Limited Company in Junagadh through the voluntary strike-off route:
Step 1: Initial Assessment & Compliance Review
Our experts analyse your company's status with the RoC, MCA, and SEBI (if listed). We review pending compliances, listing status, shareholder structure, liabilities, and identify the most suitable closure route.
Step 2: Complete SEBI Delisting (If Listed)
For listed companies, we coordinate the delisting process under SEBI (Delisting of Equity Shares) Regulations, 2021 - including merchant banker appointment, reverse book building, shareholder approval via postal ballot, and stock exchange application.
We file all pending annual returns (AOC-4, MGT-7), income tax returns, GST returns, and SEBI filings. We apply for GST cancellation and settle any outstanding tax demands or penalties.
Step 4: Settle Liabilities & Obtain Creditor NOCs
All outstanding debts including debentures, vendor dues, loans, and employee settlements are cleared. Creditor NOCs are obtained. Company assets are disposed of or distributed to shareholders. Bank accounts are closed.
Step 5: Conduct Board Meeting & Pass Resolution
A board meeting is convened with minimum 3 directors to pass a resolution authorising the company to apply for strike-off under Section 248 and to call an EGM or conduct postal ballot for shareholder approval.
Step 6: Hold EGM & Pass Special Resolution
An EGM is held (21 clear days' notice) or a postal ballot conducted where shareholders pass a special resolution with 75% majority approving voluntary strike-off. Form MGT-14 is filed with RoC within 30 days.
Step 7: Prepare & File Form STK-2 with RoC
All closure documents are prepared - indemnity bond, affidavits, statement of assets and liabilities. Form STK-2 is filed electronically with the MCA portal along with supporting documents and government fees.
Step 8: Public Notice, Objection Period & Final Strike-Off
The RoC publishes a 30-day public notice for objections. If no valid objections are received, the company's name is struck off and a dissolution notice is published in the Official Gazette. The company ceases to exist.
Expert Tip
For companies in Junagadh, coordinate your Expert certification of the statement of assets and liabilities with the Form STK-2 filing to ensure the statement is not older than 30 days. Based on IncorpX's experience, 22% of STK-2 rejections occur because the statement of accounts was outdated at the time of filing.
Close your Public Limited Company legally with IncorpX!
Legal Framework & Statutory Provisions
Closing a Public Limited Company in Junagadh is governed by specific provisions under the Companies Act, 2013, the Insolvency & Bankruptcy Code, 2016, and SEBI Regulations:
Section 248-252 - Strike Off by Registrar of Companies
Section 248 empowers the RoC to remove a company's name from the register. Section 248(1) covers RoC-initiated strike-off (Form STK-1), while Section 248(2) covers voluntary strike-off by the company (Form STK-2). Sections 249-250 deal with public notice and objections, and Section 252 provides for restoration within 20 years through NCLT. The full text of Section 248 on India Code details the RoC's powers for company removal.
Section 271-365 - Winding Up by Tribunal (NCLT)
Section 271 of the Companies Act, 2013 prescribes circumstances for compulsory winding up: inability to pay debts, fraud, non-filing for 5 years, or just and equitable grounds. The Tribunal appoints an Official Liquidator who takes custody of all assets, settles creditor claims in statutory priority order, and files for final dissolution.
For solvent companies, Section 59 of the IBC provides voluntary liquidation. Requires a declaration of solvency by directors, 75% shareholder approval, appointment of an insolvency professional as liquidator, and filing with NCLT. The liquidator realises assets, settles claims, and distributes surplus to shareholders.
SEBI (Delisting of Equity Shares) Regulations, 2021
For listed Public Limited Companies in Junagadh, voluntary delisting must be completed before MCA closure. The regulations prescribe reverse book building for exit price determination, 2/3 shareholder approval, mandatory open offer for public shareholders, stock exchange application, and a cooling period.
C-PACE - Centralized Processing of Accelerated Corporate Exit
MCA's centralized processing centre handles Form STK-2 applications for faster processing. C-PACE has significantly reduced the average processing time for strike-off from 6 to 12 months to 3 to 6 months by centralizing the verification and approval process. The C-PACE accelerated verification module launched in January 2026 further reduces processing time by automating preliminary compliance checks. IncorpX's pre-filing compliance check via our dashboard ensures your application passes C-PACE verification on the first attempt.
MCA V3 Portal & Digital Filing Infrastructure
The MCA V3 portal provides streamlined electronic filing for Form STK-2, eliminating the need for physical document submission. All directors can sign using Digital Signature Certificates (DSC), enabling remote execution even when directors are in different cities. The NCLT e-filing system allows online submission of winding up petitions under Section 271, with digital case tracking and hearing schedules. IncorpX's dashboard integrates with MCA V3 to provide real-time filing status updates and automated compliance gap alerts for companies in Junagadh.
Timeline & Cost Breakdown in Junagadh
The overall timeline and cost for closing a Public Limited Company depends on the chosen route and listing status. Below is the breakdown for the strike-off route (Form STK-2) for companies in Junagadh:
Stage
Timeline
Approx. Cost (₹)
Initial Assessment & Compliance Review
3 to 7 days
Included in professional fees
SEBI Delisting (if listed company)
3 to 6 months
₹5,00,000+ (merchant banker, exit price)
Filing Pending Annual Returns (AOC-4, MGT-7)
7 to 15 days
₹2,000 to ₹15,000 per year (late fees vary)
Board Resolution & EGM/Postal Ballot
21 to 45 days (includes notice period)
₹5,000 to ₹20,000 (postal ballot costs)
GST, PF/ESI Cancellation
7 to 30 days
Nil (government fee)
Creditor NOC & Liability Settlement
15 to 60 days
Variable (depends on liabilities)
Preparation of STK-2 Documents
5 to 10 days
₹1,000 to ₹5,000 (stamp paper & notarization)
Filing Form STK-2 with RoC
1 to 3 days
₹5,000 to ₹10,000 (government filing fee)
Newspaper Publication
7 to 10 days
₹5,000 to ₹15,000
RoC Verification & Public Notice Period
30 to 60 days
Nil
Final Strike-Off Order
7 to 15 days after notice period
Nil
Total (Strike-Off - Unlisted)
3 to 6 months
₹25,000 to ₹50,000
Total (Strike-Off - Listed)
6 to 12 months
₹5,00,000+
Note: The above costs are estimates and may vary based on the company's compliance history, listing status, and number of pending filings. IncorpX offers professional assistance packages starting from ₹19,999 for Public Ltd closure in Junagadh. Listed amounts are IncorpX professional charges for end-to-end assistance. Government / statutory fees are charged separately at actuals.
IncorpX Processing Time Data (500+ Closures)
Based on IncorpX's internal data from 500+ company closures processed between 2021 and 2026: Average STK-2 strike-off completion: 52 working days for clean companies (all returns filed, no liabilities). Fastest closure achieved: 38 working days for a dormant unlisted Public Ltd with 3 directors and zero pending returns. Average NCLT winding up: 14.5 months from petition filing to dissolution order. Average IBC Section 59 voluntary liquidation: 13 months. Typical delays include: pending return filing (adds 2 to 6 weeks), creditor objections during notice period (adds 2 to 4 months), SEBI delisting for listed companies (adds 3 to 6 months), and incomplete director documentation such as expired DSCs (adds 1 to 2 weeks). Companies in India average 95 to 140 days for the complete STK-2 process through the ROC India.
Closure Process Phases & Timeline Visual
The Public Limited Company closure process flows through 4 distinct phases. Each phase has specific day ranges based on IncorpX's data from 500+ closures handled across India:
Board resolution, EGM notice (21 days), special resolution (75% majority), postal ballot (if applicable), Form MGT-14 filing
21 to 45 days
Day 15 to Day 90
Phase 3: MCA Filing
Document preparation (indemnity bond, affidavits, certified statement), Form STK-2 filing, newspaper publication, government fee payment
5 to 15 days
Day 60 to Day 105
Phase 4: RoC Processing
C-PACE verification, 30-day public notice in Official Gazette, objection period, final strike-off order
37 to 75 days
Day 90 to Day 180
Cost Comparison by Closure Method in Junagadh
Total out-of-pocket cost comparison for each closure route, based on companies processed by IncorpX in India:
Cost Component
STK-2 Strike-Off (Unlisted)
IBC Section 59 (Voluntary Liquidation)
NCLT Winding Up (Section 271)
Professional Fee (IncorpX)
₹19,999
₹25,000 to ₹50,000
₹25,000 to ₹50,000
Government Filing Fee
₹5,000 to ₹10,000
₹2,500 (NCLT petition)
₹2,500 (NCLT petition)
Stamp Duty (India)
Bond ₹100 to ₹500 x 3 directors
Bond ₹100 to ₹500 x 3 directors
Variable
Newspaper Publication
₹5,000 to ₹15,000
₹5,000 to ₹15,000
Included in NCLT process
Liquidator/IP Fees
Not applicable
₹50,000 to ₹1,50,000
₹25,000 to ₹1,50,000
Advocate Fees (NCLT)
Not applicable
₹25,000 to ₹50,000
₹50,000 to ₹2,00,000
SEBI Delisting (if listed)
₹5,00,000+
₹5,00,000+
₹5,00,000+
Total (Unlisted)
₹25,000 to ₹50,000
₹1,00,000 to ₹3,00,000
₹1,00,000 to ₹5,00,000
Complete Document Checklist for Public Ltd Closure in Junagadh
Ensure you have all the following documents ready before initiating the closure process. Our team in Junagadh assists with preparation of each document:
STK-2 Filing Documents
Form STK-2Application for removal of name of company from Register of Companies
Special ResolutionEGM minutes or postal ballot result with 75% majority approval for voluntary dissolution
Indemnity BondFrom every director on non-judicial stamp paper of appropriate value
AffidavitSworn by every director before a First Class Magistrate or Notary Public
Statement of Assets & Liabilitiescertified, dated not earlier than 30 days from application
NOC from CreditorsWritten no-objection from each creditor and debenture holder (if any)
Latest Audited FinancialsBalance sheet, P&L, and cash flow for the most recent financial year
ITR AcknowledgmentsAll income tax returns filed up to the date of application
GST CancellationProof of GST registration cancellation or surrender application
Bank Account ClosureConfirmation of all company bank accounts closed
SEBI Delisting CertificateProof of delisting completion (if listed company)
Document Timing Warning
The certified statement of assets and liabilities must be dated within 30 days of your Form STK-2 filing date. Coordinate document preparation carefully. Based on IncorpX's data, 22% of STK-2 rejections in India occur because this 30-day window was missed, requiring re-certification and re-filing.
Post-Closure Obligations for Public Ltd Directors
After your Public Limited Company is struck off in Junagadh, certain obligations continue for directors. Complete this checklist to ensure full compliance. IncorpX's Compliance Health Check can verify your post-closure status:
Post-Closure Obligations
Retain Books of AccountAll financial records must be preserved for at least 8 years from the date of dissolution as per Section 248(7)
Close All Bank AccountsFormally close all current accounts, FDs, and other banking relationships
Cancel PF/ESI RegistrationApply for cancellation with EPFO and ESIC after settling all employee dues
Settle Employee GratuityPay pending gratuity, leave encashment, and other terminal benefits
Surrender LicensesCancel trade license, FSSAI, import-export code, and other registrations
Intimate SEBINotify SEBI of company dissolution (if company was registered with SEBI in any capacity)
Verify DIN StatusConfirm that all directors' DINs remain active and unaffected post-closure
Common Mistakes When Closing a Public Ltd Company in Junagadh
Based on IncorpX's experience closing 500+ companies across India, these are the most frequent errors directors in Junagadh make during Public Limited Company closure. Avoiding these mistakes can save ₹50,000 to ₹2,00,000 in wasted fees and months of delay:
Mistake #1: Filing STK-2 Before Clearing Pending Returns
In 2025, 34% of initial consultations IncorpX received involved companies with 3 or more years of unfiled AOC-4, MGT-7, or ADT-1 returns. MCA automatically rejects Form STK-2 if any annual return is pending with the ROC India, wasting ₹5,000 to ₹10,000 in filing fees. Always clear all pending compliances before filing.
Mistake #2: Ignoring SEBI Delisting for Listed Companies
Directors of listed Public Limited Companies sometimes attempt to file STK-2 without completing SEBI delisting. This results in immediate rejection by the ROC India and potential enforcement action by the SEBI Regional Office (nearest jurisdiction). Complete delisting under SEBI (Delisting of Equity Shares) Regulations, 2021 before initiating any MCA closure route.
Mistake #3: Using an Outdated Statement of Accounts
The certified statement of assets and liabilities attached to Form STK-2 must be dated within 30 days of the filing date. In 22% of rejected applications IncorpX reviewed in India, the statement was outdated. Coordinate the professional certification and MCA filing to occur within the same 30-day window.
Mistake #4: Not Obtaining Written Creditor NOCs
Verbal confirmations from creditors are insufficient for Public Limited Company closure. The ROC India requires written No Objection Certificates. Creditors or debenture holders who later file objections during the 30-day notice period can derail the entire process. Obtain written, signed NOCs from every creditor before filing STK-2.
Consequences of Not Closing Your Public Ltd Company in Junagadh
Abandoning a Public Limited Company without proper closure has serious legal and financial repercussions - more severe than for Private Limited Companies due to heightened regulatory scrutiny:
Consequence
Description
Impact
Director Disqualification
Under Section 164(2), all directors of defaulting companies are disqualified
Cannot serve as director in any company for 5 years
Penalty Accumulation
Late filing fees of ₹100 per day per form continue to accumulate
Penalties can run into lakhs over years
SEBI Penalties
Non-compliance with listing obligations attracts SEBI enforcement
Heavy fines, trading suspension, compulsory delisting
Legal Prosecution
Criminal prosecution under Companies Act for non-compliance
Fines and potential imprisonment for directors
Credit Score Impact
Directors' personal CIBIL scores are negatively affected
Difficulty in obtaining personal loans, credit cards
DIN Deactivation
Director Identification Numbers are deactivated by MCA
Cannot act as director in any other company
Personal Liability
Directors may become personally liable for unpaid company dues
Personal assets can be attached in recovery proceedings
Important Warning
Public Limited Companies face stricter regulatory oversight. Even if the RoC strikes off your company suo motu, directors remain disqualified and liable. Listed companies face additional SEBI consequences. Proactive voluntary closure is always the recommended approach.
Special Situations & Edge Cases in Public Ltd Closure
Public Limited Companies often face unique circumstances that add complexity to the closure process. IncorpX's team has handled each of the following edge cases across our 500+ closures. For standard closure procedures, refer to our Private Limited Company closure guide or explore annual compliance requirements if you decide to keep the company active:
Foreign Shareholders & FEMA Compliance
If a Public Limited Company has foreign shareholders (FDI recipients), closure requires compliance with the Foreign Exchange Management Act (FEMA), 1999 and Reserve Bank of India (RBI) regulations. The company must file Form FC-TRS for transfer of shares held by foreign investors, obtain RBI approval for repatriation of funds to foreign shareholders, comply with pricing guidelines under FEMA (Non-Debt Instruments) Rules, 2019 for share valuation, and file Form FC-GPR closure intimation with the RBI's AD Category-I bank. Repatriation of surplus assets to foreign shareholders triggers additional TDS obligations under Section 195 of the Income Tax Act. IncorpX coordinates with authorised dealer banks and the RBI's regional office to ensure full FEMA compliance during closure.
Company Under SFIO or MCA Investigation
A Public Limited Company under investigation by the Serious Fraud Investigation Office (SFIO) or facing an MCA inspection under Section 206 cannot apply for voluntary strike-off through Form STK-2. The investigation must be completed and all penalties or prosecutions resolved before the RoC will accept a closure application. If the SFIO has filed a prosecution report, directors must obtain clearance from the Special Court before initiating any closure route. In such cases, IncorpX recommends maintaining the company in active or dormant status until the investigation concludes, while continuing minimum statutory compliance to avoid additional penalties.
Pending NCLT Petitions Against the Company
If NCLT petitions are pending against the Public Limited Company, whether under Section 241-242 (oppression and mismanagement), Section 7-9 (insolvency), or any other provision, voluntary strike-off is not permitted. The RoC verifies pending NCLT cases during C-PACE processing and rejects STK-2 applications where active litigation exists. Options include: resolving the petition through settlement or mediation before the NCLT (nearest bench), converting the insolvency petition into a voluntary liquidation under IBC Section 59 (if the company is solvent), or pursuing compulsory winding up under Section 271 where the Tribunal can address pending claims during the liquidation process.
Companies with Debentures or Public Bonds
Public Limited Companies that have issued debentures or bonds to the public face additional requirements before closure. All outstanding debentures must be fully redeemed or converted. Written NOCs must be obtained from the Debenture Trustee appointed under Section 71 of the Companies Act, 2013. If debentures are listed, SEBI regulations for delisting of debt securities apply separately from equity delisting. The Debenture Redemption Reserve (DRR) must be fully utilised or transferred before the statement of assets and liabilities can show NIL balances. IncorpX coordinates with debenture trustees and SEBI to ensure proper settlement before filing Form STK-2.
Employee Stock Options (ESOP) During Closure
Companies with an active ESOP or ESOS scheme under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 must address all outstanding options before closure. Vested but unexercised options must be settled through: a buyback at fair market value, a cash settlement equivalent, or cancellation with board and shareholder approval. Unvested options lapse automatically upon dissolution. The ESOP Trust (if established) must be dissolved with all shares transferred or cancelled. IncorpX's Expert Team drafts the ESOP termination resolution and coordinates with the trust administrator to wind down the scheme before filing STK-2. SEBI notification of scheme closure is required for listed companies.
Tax Implications of Closing a Public Company in Junagadh
Closing a Public Limited Company triggers several tax obligations that directors must address before, during, and after the closure process. IncorpX's Expert Team in Junagadh handles all tax-related filings and compliance:
Capital Gains Tax on Asset Distribution (Section 46)
When a Public Limited Company distributes assets to shareholders during winding up, Section 46 of the Income Tax Act, 1961 governs the tax treatment. The distribution is not treated as a transfer by the company. However, shareholders are taxed under Section 46(2): the amount received in excess of the cost of acquisition of shares is treated as capital gains. If shares were held for more than 24 months, long-term capital gains tax at 20% with indexation applies. For shares held for 24 months or less, short-term capital gains are taxed at the applicable slab rate. Listed company shareholders may benefit from the 10% LTCG rate under Section 112A for gains exceeding ₹1 lakh.
TDS on Final Distributions to Shareholders
The company or liquidator must deduct TDS under Section 194 or Section 195 (for non-resident shareholders) on any distribution of accumulated profits during winding up. For resident shareholders, TDS at 10% applies on dividend-equivalent distributions. For non-resident shareholders, TDS rates under the applicable Double Taxation Avoidance Agreement (DTAA) or 20% under the Income Tax Act apply. The company must file TDS returns (Form 26Q/27Q) and issue Form 16A to all shareholders before the final dissolution. Failure to deduct TDS creates personal liability for directors under Section 179.
GST Implications on Asset Sales During Liquidation
Assets sold during the closure or liquidation process attract GST at applicable rates under the CGST Act, 2017. The company must file GSTR-1 and GSTR-3B for all months up to the date of GST cancellation. Capital goods sold below original value attract GST on transaction value or the ITC-proportionate value, whichever is higher (Rule 44(6) of CGST Rules). The company must reverse any input tax credit (ITC) on capital goods remaining on the date of cancellation. File GSTR-10 (final return) within 3 months of cancellation. IncorpX's GST team calculates the optimal timing for GST cancellation to minimise ITC reversal.
Professional Tax De-registration in India
Public Limited Companies registered for Professional Tax in India must apply for de-registration with the state's commercial tax department. File the final professional tax return, clear any outstanding dues, and obtain a de-registration certificate. Professional tax rates and de-registration procedures vary by state. IncorpX assists with professional tax de-registration as part of the comprehensive closure assistance package for companies in Junagadh.
Advance Tax & Tax Clearance Certificate
During the closure period, the company remains liable for advance tax under Section 208-211 of the Income Tax Act on any income earned (including capital gains from asset disposal). Directors must ensure advance tax instalments are paid on time to avoid interest under Sections 234B and 234C. Before filing Form STK-2, obtaining a Tax Clearance Certificate from the jurisdictional Assessing Officer is recommended (though not mandatory). This certificate confirms no outstanding tax demands exist and prevents Income Tax department objections during the 30-day public notice period. IncorpX's Expert Team files the final ITR-6 and coordinates with the Income Tax department in Junagadh to obtain tax clearance.
Case Studies: Public Ltd Closures Handled by IncorpX
These anonymized case studies illustrate real Public Limited Company closures managed by IncorpX's Expert Team. Each demonstrates the typical timeline, cost, and challenges encountered:
Case Study 1: Unlisted Public Company (Manufacturing Sector)
A dormant Public Limited Company with 5 directors and ₹50 lakh authorised capital had not filed returns for 4 years. IncorpX cleared 4 years of pending AOC-4, MGT-7, and ITR-6 returns (total penalties: ₹1,46,000), obtained creditor NOCs from 3 vendors, conducted postal ballot for 47 shareholders, and filed Form STK-2 with the jurisdictional RoC. Total cost: ₹42,000 (including penalties). Timeline: 4.5 months. Outcome: Successful strike-off with all 5 DINs protected.
"We had been dreading the closure process for 2 years because of the pending returns. IncorpX cleared all 4 years of filings, managed the postal ballot for our 47 shareholders, and got us the strike-off order in under 5 months. Our DINs are all active and we have moved on to new ventures." - Director, Manufacturing Company (5 directors, ₹50 lakh authorised capital)
Case Study 2: Listed Public Company (IT Services Sector)
A BSE-listed Public Limited Company with 1,200+ shareholders needed complete closure including SEBI delisting. IncorpX coordinated the appointment of a SEBI-registered merchant banker, managed reverse book building (exit price: ₹85 per share), conducted postal ballot achieving 78% approval, completed stock exchange delisting, and then filed Form STK-2 post-delisting. Total cost: ₹8,50,000 (including SEBI delisting). Timeline: 11 months. Outcome: Complete dissolution with full shareholder and creditor satisfaction.
"IncorpX handled our entire SEBI delisting and MCA closure from start to finish. The reverse book building, postal ballot for 1,200 shareholders, and stock exchange coordination were all managed flawlessly. The 11-month timeline was faster than we expected for a listed company closure." - Promoter, IT Services Public Ltd (BSE-listed, 1,200+ shareholders)
Case Study 3: Solvent Public Company via IBC Section 59
A Public Limited Company with ₹2 crore in assets and 8 creditors chose voluntary liquidation under IBC Section 59. IncorpX facilitated the declaration of solvency, appointed an IBBI-registered Insolvency Professional, supervised creditor meetings, and managed asset realisation and distribution. All creditors were paid in full with a surplus of ₹35 lakh distributed to shareholders. Total cost: ₹2,10,000. Timeline: 14 months. Outcome: Orderly dissolution with surplus distribution to shareholders.
"We chose IBC voluntary liquidation because we had ₹2 crore in assets and wanted an orderly wind-down. IncorpX's IBBI-registered professional handled every creditor meeting, and all 8 creditors were paid in full. The ₹35 lakh surplus was distributed fairly to shareholders. A complex process made simple." - Managing Director, Solvent Public Ltd Company (₹2 crore assets, 8 creditors)
Related Business Closure Services in Junagadh
IncorpX provides closure assistance for all business entity types in Junagadh. Choose the service that matches your company structure:
Why Choose IncorpX for Public Ltd Company Closure in Junagadh?
IncorpX has handled 500+ company closures across India, including complex Public Limited Company dissolutions with SEBI delisting. Our dedicated team of qualified Tax and Compliance Professionals provides end-to-end support for companies in Junagadh:
Complete Compliance
We clear all pending MCA, SEBI, Income Tax, and GST filings before initiating closure with the ROC India.
Transparent Pricing
No hidden charges. ₹19,999 starting fee covers all professional services. Government fees and stamp duty (₹100 to ₹500 for indemnity bond in India) are quoted separately upfront.
Fast Processing
Our average strike-off processing time is 52 working days for clean companies, handled through C-PACE for minimum closure time in Junagadh.
Expert Team
Dedicated business professionals with Public Ltd closure experience. Our team includes qualified tax experts and qualified compliance experts who handle filings with the ROC India and NCLT (nearest bench).
End-to-End Assistance
From SEBI delisting coordination with the SEBI Regional Office (nearest jurisdiction) to final strike-off order or NCLT dissolution with the NCLT (nearest bench).
DIN Protection
We ensure all directors' DINs remain active and protected, avoiding Section 164(2) disqualification.
Local Expertise in Junagadh
We work with local notaries in Junagadh for affidavit verification, coordinate with the ROC India, and handle newspaper publication in India vernacular newspapers.
4.8/5 Client Rating
Rated 4.8 out of 5 by clients across India for our company closure assistance.
Expert Note
"Public Limited Company closure requires careful coordination between MCA, SEBI, NCLT, and the Income Tax department. In our experience, the biggest mistake directors make is delaying closure, which compounds penalties at ₹100 per day per form. Proactive voluntary closure through Form STK-2 is always more cost-effective than waiting for the RoC to initiate suo motu strike-off." - IncorpX Compliance Team (Compliance Team with NCLT Advocate enrolled with Bar Council of India)
100% Money-Back Guarantee
IncorpX offers a full ₹19,999 professional fee refund if we are unable to file your Form STK-2 due to any fault on IncorpX's part. This guarantee covers document preparation errors, missed filing deadlines attributable to our team, and incorrect form submissions. Government fees (₹5,000 to ₹10,000), stamp duty, notarisation charges, and newspaper publication costs are non-refundable as these are paid directly to third parties. The guarantee applies to standard STK-2 strike-off engagements for companies that meet all eligibility criteria at the time of engagement.
Our Professional Network
IncorpX's Public Ltd closure team in Junagadh brings together professionals from multiple regulatory bodies: qualified Tax Professionals who handle financial certifications, ITR-6 filings, and solvency declarations; qualified Compliance Professionals who manage MCA filings, board procedures, and SEBI compliance; NCLT advocates enrolled with the Bar Council who represent companies in winding up proceedings before the NCLT (nearest bench); and IBBI-registered Insolvency Professionals who serve as liquidators for IBC Section 59 voluntary liquidations. This multi-disciplinary team ensures every aspect of your Public Ltd closure is handled by a domain expert.
FAQs on Public Limited Company Closure
Closing a Public Limited Company involves several legal steps and compliance requirements. Here are answers to the most frequently asked questions about Public Ltd company closure:
To close a Public Limited Company in Junagadh, file Form STK-2 with the ROC India under Section 248 of the Companies Act, 2013. The process involves clearing all pending compliances (AOC-4, MGT-7, ITR-6), settling liabilities, passing a board resolution (minimum 3 directors), holding an EGM or postal ballot to pass a special resolution with 75% majority, preparing indemnity bonds on ₹100 to ₹500 stamp paper (as per India stamp duty rates), and filing Form STK-2. For listed companies, SEBI delisting must be completed first. Processing takes 95 to 140 days. IncorpX's team in Junagadh coordinates the entire process, including notarisation with local notaries, newspaper publication in India vernacular newspapers, and filing through the MCA portal. Our average processing time for clean companies in India is 52 working days. Start with a free Compliance Health Check to assess your company's readiness for closure.
The total cost for closing a Public Limited Company in Junagadh includes:
Government fees: ₹5,000 to ₹10,000 (based on authorised capital)
Stamp duty in India: Affidavit ₹10 to ₹100 x 3 directors, Indemnity Bond ₹100 to ₹500 x 3 directors (Varies by state)
Newspaper publication (English + vernacular): ₹5,000 to ₹15,000
Professional fees: ₹19,999 onwards with IncorpX
Pending compliance clearance: ₹3,000 to ₹15,000 per return (if applicable)
Total estimated cost for unlisted companies ranges from ₹30,000 to ₹55,000. Listed companies incur additional SEBI delisting costs of ₹5,00,000+.
Public Limited Company closure applications for Junagadh are processed by the ROC India. Form STK-2 is filed electronically on the MCA portal, but the jurisdictional RoC office reviews and approves the application. The RoC publishes a 30-day public notice in the Official Gazette after accepting the application. For NCLT winding up proceedings, the NCLT (nearest bench) has jurisdiction over companies registered in Junagadh.
For Public Limited Company closure in India, the stamp duty rates are:
Affidavit: ₹10 to ₹100 non-judicial stamp paper per director
Indemnity Bond: ₹100 to ₹500 non-judicial stamp paper per director
Varies by state. Since Public Limited Companies require minimum 3 directors, you need at least 3 sets of stamp papers (vs 2 for Pvt Ltd). Purchase non-judicial stamp paper from authorised vendors in Junagadh.
Public Limited Company closure in Junagadh through voluntary strike-off typically takes 95 to 140 days end-to-end. The breakdown:
Compliance clearance: 2 to 6 weeks (filing pending AOC-4, MGT-7, ITR-6 returns with ROC India)
SEBI delisting (if listed): 3 to 6 additional months through the SEBI Regional Office (nearest jurisdiction)
Board resolution and EGM/postal ballot: 21 to 45 days (includes 21 clear days' notice period for EGM)
Document preparation (3 directors minimum): 1 to 2 weeks for indemnity bonds on ₹100 to ₹500 stamp paper, affidavits, and certified statement
Form STK-2 filing with ROC India: 1 to 2 days
Mandatory 30-day public notice period in Official Gazette
C-PACE processing and final strike-off: 1 to 3 months
IncorpX's average processing time for clean companies is 52 working days. Companies with 3+ years of pending returns add 2 to 6 weeks for compliance clearance. Track your closure progress in real time through IncorpX's online client dashboard.
For Public Limited Companies registered in Junagadh, NCLT winding up petitions under Section 271 are heard by the NCLT (nearest bench), which has jurisdiction over Respective state. Winding up through NCLT takes 12 to 24 months and costs ₹1,00,000 to ₹5,00,000. The Tribunal appoints an Official Liquidator who takes custody of assets, settles creditor claims in statutory priority, and files for final dissolution.
For listed Public Limited Companies in Junagadh, SEBI compliance and delisting coordination is handled through the SEBI Regional Office (nearest jurisdiction). Delisting under the SEBI (Delisting of Equity Shares) Regulations, 2021 involves board approval, merchant banker appointment, reverse book building for exit price, shareholder approval via postal ballot (2/3 majority), and application to the stock exchange. SEBI delisting must be completed before initiating MCA closure via Form STK-2 or NCLT winding up.
Directors of inactive Public Limited Companies in Junagadh face disqualification under Section 164(2) after 3 years of non-filing with the ROC India. Penalties of ₹100 per day per form accumulate continuously. Listed companies face additional SEBI enforcement action. Directors' personal CIBIL scores drop, DINs get deactivated, and Income Tax notices are issued for unfiled ITR-6 returns. Based on industry data, directors in India who delay closure by 3+ years pay ₹5 lakh to ₹10 lakh in cumulative penalties - far exceeding the ₹19,999 to ₹55,000 cost of proactive closure.
Each director of the Public Limited Company (minimum 3 directors) in Junagadh must personally sign:
Indemnity Bond: On ₹100 to ₹500 stamp paper per director (as per India rates)
Affidavit: On ₹10 to ₹100 stamp paper, sworn before a notary in Junagadh
Statement of Assets & Liabilities: Showing NIL balances
No-liability Declaration
IncorpX coordinates the documentation process for directors in Junagadh, including notarisation at local notaries.
Yes, IncorpX provides complete assistance for Public Limited Company closure in Junagadh with professional fees starting at ₹19,999 (government fees charged separately at actuals), backed by our 100% money-back guarantee on professional fees. Our assistance includes:
Compliance clearance, filing pending AOC-4, MGT-7, and ITR-6 with ROC India
SEBI delisting coordination through the SEBI Regional Office (nearest jurisdiction) (if listed)
Board resolution and EGM/postal ballot drafting for 75% shareholder majority
Indemnity bond and affidavit preparation (on India stamp paper at ₹100 to ₹500 and ₹10 to ₹100)
Statement of assets and liabilities (Expert certified, within 30 days)
Form STK-2 filing with ROC India through MCA portal
NCLT filing with NCLT (nearest bench) (if winding up route)
Post-closure formalities and DIN protection for all directors
Track every step through our online client dashboard. Start with a free Compliance Health Check to assess your company's closure readiness.
You can close a Public Limited Company through Voluntary Strike-Off by filing Form STK-2 with the Registrar of Companies under Section 248, or through winding up by the NCLT under Section 271, or voluntary liquidation under IBC Section 59. The strike-off route requires passing a board resolution, holding an EGM or postal ballot to pass a special resolution with 75% majority, preparing an indemnity bond and affidavit from all directors (minimum 3), and filing Form STK-2 with the RoC. For listed companies, SEBI delisting must be completed before closure.
Closing a Public Limited Company is significantly more complex than a Private Limited Company due to:
Larger shareholder base requiring broader communication and postal ballot
SEBI compliance for listed companies (delisting required)
Higher scrutiny from RoC and NCLT given public interest
More extensive creditor notification requirements
Minimum 3 directors (vs 2 for Pvt Ltd), all must consent
Newspaper publication in 2 languages (English + vernacular)
Higher costs: ₹30,000 to ₹55,000 vs ₹15,000 to ₹35,000 for Pvt Ltd
SEBI delisting is required when the Public Limited Company's equity shares are listed on a stock exchange (BSE/NSE). Under the SEBI (Delisting of Equity Shares) Regulations, 2021, the company must complete delisting before it can be wound up or struck off. The process involves board approval, appointment of a merchant banker, reverse book building to determine exit price, shareholders' approval through postal ballot (2/3 majority), and application to the stock exchange. Delisting adds 3 to 6 months and ₹5,00,000+ to the closure timeline and cost.
Form STK-2 is the application for voluntary removal of a company's name from the Register of Companies under Section 248(2) of the Companies Act, 2013. It can be used for Public Limited Companies provided the company has not carried on business for 2 consecutive years, all returns are filed, no assets or liabilities remain, the company is not listed (or delisting completed), and a special resolution is passed with 75% majority. All 3+ directors must sign the indemnity bond and affidavit attached to the application.
To apply for voluntary strike-off under Section 248, the Public Limited Company must:
Have not carried on business for 2 consecutive years
All annual returns (AOC-4, MGT-7) filed up to date
No assets or liabilities remain (or creditor NOCs obtained)
No pending litigation or legal proceedings
Company is not listed on any stock exchange (or delisting completed)
GST registration cancelled
All directors (minimum 3) must consent
Special resolution passed with 75% shareholder majority in EGM or postal ballot
Yes, but all shareholders must be properly notified and their interests protected. A special resolution with 75% majority is required at an EGM or via postal ballot. Listed companies must complete SEBI delisting with fair exit price for minority shareholders through reverse book building. Dissenting shareholders can file objections during the 30-day public notice period under Section 249. The postal ballot process is particularly important for public companies with dispersed shareholding.
If the company is closed properly through voluntary strike-off, all directors' DINs remain active and unaffected. However, if the RoC strikes off the company suo motu due to non-filing, all directors get disqualified under Section 164(2) for 5 years, DINs are deactivated, they cannot serve as director in any company, and personal CIBIL scores are impacted. This is the primary reason for proactive closure - protecting directors' ability to serve in other companies.
No, NCLT winding up is not mandatory for all Public Limited Companies. Voluntary Strike-Off (STK-2) is suitable for inactive, unlisted companies with no liabilities - this is the simplest and most cost-effective route. Voluntary Liquidation (IBC Section 59) suits solvent companies wanting orderly wind-down. NCLT Winding Up (Section 271) is required only when the company cannot pay debts, or on grounds of fraud, public interest, or just and equitable grounds.
Voluntary liquidation under Section 59 of the Insolvency and Bankruptcy Code, 2016 allows a solvent Public Limited Company to wind up voluntarily. Directors must declare solvency, shareholders pass a special resolution with 75% majority, an insolvency professional is appointed as liquidator, assets are realised, creditor claims settled in statutory priority order, and surplus distributed to shareholders. This route takes 12 to 18 months and costs ₹1,00,000 to ₹3,00,000.
Yes, all pending statutory returns must be filed before applying for strike-off:
Annual returns (MGT-7) for all pending years
Financial statements (AOC-4) for all pending years
Income tax returns (ITR-6) up to date of application
GST returns (GSTR-1, GSTR-3B, GSTR-9) up to cancellation
SEBI periodic filings (if listed)
Director KYC (DIR-3 KYC) for all directors
ADT-1 (Auditor Appointment) if pending
Late filing penalties of ₹100/day per form can be substantial for companies non-compliant for multiple years.
Section 248 empowers the Registrar of Companies to remove a company's name from the Register. Section 248(1) covers RoC-initiated strike-off (Form STK-1) when the company has failed to commence business within 1 year or has not carried on business for 2 years. Section 248(2) covers voluntary strike-off by the company (Form STK-2). Both routes involve a 30-day public notice period under Section 249. The provision applies equally to Public and Private Limited Companies.
Yes, a struck-off Public Limited Company can be revived within 20 years from the date of strike-off by filing an application with NCLT under Section 252. Valid reasons must be demonstrated, all pending fees and penalties paid, and a compliance plan submitted. Revival takes 6 to 12 months and costs ₹1,00,000 to ₹3,00,000. If the company was listed, SEBI re-listing requirements add further complexity and cost.
For Strike-Off (STK-2), all assets must be disposed of before filing - the statement must show NIL balances. For Voluntary Liquidation (IBC), the liquidator realises assets, pays creditors in statutory priority order, and distributes surplus to shareholders. For NCLT Winding Up, the Official Liquidator takes custody, conducts sale, and distributes proceeds per statutory priority. Undistributed assets vest in the Government after dissolution.
Section 271 prescribes circumstances under which the NCLT may order winding up: the company has resolved to be wound up by the Tribunal, acted against national interest, conducted affairs fraudulently, defaulted in filing returns for 5 consecutive years, or the Tribunal considers it just and equitable. Winding up petitions can be filed by the company, creditors, contributories, or the Registrar. The process involves appointment of an Official Liquidator and takes 12 to 24 months.
For voluntary strike-off, all creditors must be fully settled or provide a No Objection Certificate (NOC). The statement of assets and liabilities filed with STK-2 must show NIL outstanding liabilities. Public notice in newspapers (English + vernacular) invites creditor objections during the 30-day window. Debenture holders must also consent. If settlement is not possible, the company must pursue NCLT winding up where a liquidator settles claims in statutory priority order.
A Public Limited Company must publish notice of the strike-off application in two newspapers - one in English and one in the principal vernacular language of the district where the registered office is located. This gives creditors, shareholders, and the public a chance to raise objections. The notice must be published within 30 days of filing Form STK-2. Publication costs range from ₹5,000 to ₹15,000 depending on the newspapers chosen.
A Compliance Professional plays a critical role in Public Ltd closure:
Drafting and certifying the Board Resolution and EGM Special Resolution
Managing the postal ballot process for dispersed shareholders
Filing Form MGT-14 (special resolution) with the RoC
Coordinating SEBI delisting (if listed)
Preparing Form STK-2 and all annexures
Ensuring statutory notice periods are met
IncorpX's team includes qualified Compliance Professionals with Public Ltd closure experience.
After accepting Form STK-2, the Registrar of Companies publishes a public notice in the Official Gazette giving 30 days for objections. During this period:
Creditors and debenture holders can object if they have unsettled claims
Shareholders can object if they disagree with dissolution
Government departments (Income Tax, GST, SEBI) can object if dues are pending
Any aggrieved party can file objections with reasons
If valid objections are received, the RoC may reject the application or seek clarification. If no objections are received, the process moves to final strike-off.
Pending income tax cases complicate the closure process. The Income Tax department may file objections during the 30-day public notice period. Recommended approach:
Resolve all tax disputes and assessments before filing STK-2
Obtain a No Objection Certificate (NOC) from the Assessing Officer
Pay any outstanding tax demands, interest, and penalties
File all pending income tax returns (ITR-6) up to the application date
If IT cases are complex, consider keeping the company dormant under Section 455 until disputes are resolved.
Dormant status (Section 455) allows a Public Limited Company to remain on the register with reduced compliance, while closure (Section 248) permanently removes it. Key differences:
Dormant company continues to exist legally; closed company does not
Dormant status is temporary (can be reactivated); closure is permanent (revival requires NCLT)
Listed companies cannot apply for dormant status, they must delist or close
Choose dormant status if there is any possibility of resuming business.
Government fees for filing Form STK-2 depend on the company's authorised share capital:
Authorised capital up to ₹1 lakh: ₹5,000
Authorised capital ₹1 lakh to ₹5 lakh: ₹5,000
Authorised capital ₹5 lakh to ₹25 lakh: ₹5,000
Authorised capital ₹25 lakh to ₹1 crore: ₹5,000
Authorised capital above ₹1 crore: ₹5,000 to ₹10,000
Additional fees apply for filing Form MGT-14 (special resolution). Public Limited Companies often have higher authorised capital, resulting in slightly higher fees than Pvt Ltd.
After the Public Limited Company is struck off, directors must:
Retain books of account for 8 years from the date of dissolution (Section 248(7))
File the company's final income tax return (ITR-6)
Submit GSTR-10 (final GST return) within 3 months of cancellation
Close all company bank accounts formally
Cancel PF/ESI registrations with EPFO and ESIC
Settle all employee dues including gratuity and leave encashment
Inform SEBI of dissolution (if registered with SEBI in any capacity)
Surrender trade licenses, FSSAI, IEC, and other registrations
C-PACE (Centralized Processing of Accelerated Corporate Exit) is MCA's centralized processing centre that handles Form STK-2 applications. C-PACE has significantly reduced average processing time for strike-off from 6 to 12 months to 3 to 6 months by centralizing the verification and approval process. Both Public and Private Limited Companies benefit from faster processing. Applications are processed on a first-come, first-served basis regardless of the company type or location.
A Tax Professional plays a critical role in Public Ltd closure:
Preparing and certifying the statement of assets and liabilities
Filing pending annual financial statements (AOC-4) and auditor reports
Preparing the final income tax return (ITR-6)
Filing GST cancellation and final return (GSTR-10)
Certifying solvency declaration (for voluntary liquidation under IBC)
Advising on tax implications of asset distribution to shareholders
IncorpX's team includes Qualified professionals who handle all financial aspects of Public Ltd closure.
Yes, creditors can file objections during the 30-day public notice period after Form STK-2 is accepted. Creditor objections are a significant risk for Public Limited Companies because they often have more diverse creditor bases including debenture holders. To prevent creditor objections:
Settle all outstanding debts before filing STK-2
Obtain written NOC from every creditor and debenture holder
Ensure the statement of assets and liabilities shows NIL outstanding
Keep proof of settlement (payment receipts, bank statements)
If valid objections are received, the RoC may reject the application.
Public Limited Companies with foreign shareholders must comply with the Foreign Exchange Management Act (FEMA), 1999 during closure. File Form FC-TRS for share transfers, obtain RBI approval for repatriation of funds to foreign investors, and comply with pricing guidelines under FEMA (Non-Debt Instruments) Rules, 2019. Repatriation of surplus assets to foreign shareholders triggers TDS under Section 195 of the Income Tax Act. IncorpX coordinates with authorised dealer banks and the RBI's regional office to ensure full FEMA compliance during Public Ltd closure in .
A Public Limited Company under investigation by the Serious Fraud Investigation Office (SFIO) or facing MCA inspection under Section 206 cannot apply for voluntary strike-off through Form STK-2. The investigation must be completed and all penalties or prosecutions resolved before the will accept a closure application. If the SFIO has filed a prosecution report, directors must obtain clearance from the Special Court. IncorpX recommends maintaining minimum statutory compliance during the investigation period to avoid additional penalties.
Under Section 46 of the Income Tax Act, 1961, asset distribution during winding up is not treated as a transfer by the company. However, shareholders are taxed under Section 46(2): amounts received in excess of the cost of acquisition are treated as capital gains. Long-term capital gains (shares held 24+ months) are taxed at 20% with indexation. Listed company shareholders may use the 10% rate under Section 112A for gains exceeding ₹1 lakh. Short-term gains are taxed at the shareholder's applicable slab rate.
Companies with an active Employee Stock Option (ESOP) scheme under SEBI (Share Based Employee Benefits) Regulations, 2021 must address all outstanding options before closure. Vested but unexercised options must be settled through buyback at fair market value, cash settlement, or cancellation with board and shareholder approval. Unvested options lapse automatically upon dissolution. If an ESOP Trust exists, it must be dissolved with all shares transferred or cancelled. SEBI notification of scheme closure is required for listed companies.
Assets sold during closure attract GST at applicable rates under the CGST Act, 2017. File GSTR-1 and GSTR-3B for all months up to GST cancellation. Capital goods sold below original value attract GST on transaction value or ITC-proportionate value, whichever is higher (Rule 44(6) of CGST Rules). The company must reverse input tax credit (ITC) on remaining capital goods at the date of cancellation. File GSTR-10 (final return) within 3 months of cancellation. IncorpX's GST team calculates optimal timing for cancellation to minimise ITC reversal for companies in .
The team was very responsive and helpful. I received daily updates from the WhatsApp group, and their guidance made everything much simpler to comprehend. If you want a simple and hassle-free way to launch your business, I would highly recommend them!
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Simon Job
4.9/5
I recently used IncorpX to register my limited liability partnership, and I had an amazing experience! There were no hidden fees, and the team was helpful, quick to respond, and open. They provided thorough explanations of each step, and their services are reasonably priced without sacrificing quality. The entire process was made simple by IncorpX's professionalism, attention to detail, and sincere support. Strongly advised!
J
Jay R
4.8/5
The experience was flawless; the team completed each task with care and always responded quickly. Throughout the process, I never felt stuck. We would especially like to thank Saksham and Sriram for making everything run so smoothly! The IncorpX team offers extremely competitive pricing; anyone just starting out should definitely get in touch with them.
M
Mohammed Affan
4.9/5
I'm really grateful to the wonderful team at IncorpX for helping bring my co-founder's and my dream to life. The whole process was super smooth - fast service, great support, and no hassles at all. I'd highly recommend IncorpX to any new entrepreneur or founder looking to register their company. Excited to continue working with them in the long run. Thank you, IncorpX!
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Riyom Taipodia
4.6/5
One of the best agency I have ever experienced. Team members are very friendly as if we know each other from before and came communicate and share easily. My work has been done in a very short period and I am so happy. Thank you so much.
A
Ayyappa Swamy
5/5
Highly recommend... IncorpX services regarding incorporation of our company and roc filing and all are very impressive.. the team IncorpX is polite and friendly. Our Lands Time pvt ltd has incorporated through IncorpX... And thanks to IncorpX team..
R
Ramesh Babu
4.9/5
Trouble free service, Rendering good co-operation for company incorporation. Trust worthy team to have better knowledge.
P
Pravesh Kudesia
5/5
IncorpX is providing best service... And user experience! Thank You IncorpX Team
B
Balaji Gutte
4.9/5
I recently got my Private Limited Company incorporated through IncorpX, and the experience was seamless! The team was professional, supportive, and quick to respond throughout the process. Highly recommend IncorpX for a smooth and stress-free company registration experience.
D
Dia
5/5
I'd been planning to register my Private Limited Company for months but didn't know where to start - until I found IncorpX. The team guided me step by step, explained everything clearly, and completed the registration smoothly within the promised timeline. Their pricing was transparent with no hidden charges. Highly recommend IncorpX to anyone starting a business!
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