How to Close a Pvt Ltd Company via C-PACE (2026 Guide)

A private limited or OPC company in India is closed by filing Form STK-2 with the Registrar of Companies, which routes the application to the Centre for Processing Accelerated Corporate Exit (C-PACE) to strike the company's name off the register. Under Section 248(2) of the Companies Act 2013, this voluntary closure is available only after the company has extinguished all its liabilities and the shareholders have approved it. This guide explains exactly who can file, the annual-filing and waiting-period rules for companies that traded, the documents required, and the cost, based on the official STK-2 process.

What Is C-PACE and the STK-2 Fast-Track Closure?

C-PACE is the Centre for Processing Accelerated Corporate Exit, and STK-2 is the webform used to apply to it for striking a company's name off the register of companies. It is the fast-track route for voluntarily closing a company in India.

The STK-2 webform is filed under Section 248(2) of the Companies Act 2013, read with Rule 4(1) of the Companies (Removal of Names of Companies from the Register of Companies) Rules 2016. It simplifies the process of applying for closure by routing the application to C-PACE, a dedicated centre for company exits. A company can file this application voluntarily, but only after extinguishing all its liabilities, and either by passing a special resolution or with the consent of seventy-five percent of its members in terms of paid-up share capital. The form is processed in Non-STP mode, meaning it is reviewed by the office rather than approved automatically.

Form STK-2, the application filed with the Registrar (via C-PACE) to strike a company off the register of companies.

Which Companies Can Be Closed Under This Process?

You can close a company under this process if it falls under one of four situations, ranging from a company that never traded to one that has stopped operations, provided it has no pending liabilities and shareholder agreement. The route differs based on whether the company ever transacted.

There are four categories to consider for a private limited or OPC company:

1. Registered but never traded, and no bank account opened. If you registered a private or OPC company, never did any transaction, and a company bank account was not even opened, you can easily close the company by filing the STK-2 form and by submitting STK-3, STK-8, STK-4, and the board resolutions.
2. Traded in some years. If you had done transactions in the company, such as sales, you have to complete the annual filing for the years in which you had transactions, and then you can apply for closure. STK-2 can be filed only if the company does not have any pending liabilities and the shareholders are agreeing for the same. In this case, MGT-14 is a mandatory filing, and all company ITR and GST for the years the company did business have to be filed.
3. Capital deposited, but no transactions. If you registered the business and shareholders deposited the paid-up capital, and after that no transactions happened, you can close the company after one year by applying for STK-2, mentioning that the company did not do any transaction for the last one year.
4. Transactions happened. If transactions happened, you have to wait for two years, and no transactions should happen during this period, before applying for closure.

These four categories cover the common closure scenarios for private limited and OPC companies. The correct route depends on your company's transaction history.

How Does the Closure Route Change with Transaction History?

The route depends on whether the company traded: a company that never traded needs only the STK-2 attachments, while one that traded must first clear its annual filings, ITR, GST, and MGT-14, and observe the applicable waiting period. The table below maps each situation to its requirement.

For a company that had sales, the compliance backlog must be cleared before the Registrar accepts a closure application, and MGT-14 records the special resolution for removal of the name. The annual filing for those years is the step that most often holds up closure. The table summarises how the route and timeline change across the four situations.

What Documents Are Required for STK-2?

The mandatory attachments to Form STK-2 are the statement of accounts in Form STK-8, the indemnity bonds in Form STK-3, the affidavit in Form STK-4, and the board resolutions, with MGT-14 required where a special resolution is passed. All attachments follow the prescribed format.

According to the official STK-2 process, the required documents include:

• Form STK-8: a statement of accounts showing the assets and liabilities of the company, made up to a day not more than thirty days before the date of application.
• Form STK-3: indemnity bonds given individually or collectively by the directors.
• Form STK-4: an affidavit by the directors.
• Board resolutions approving the closure, and the MGT-14 SRN where a special resolution is passed.

All attachments must be in PDF or JPG format, with each attachment up to 2MB. The webform must be certified by a practising professional in whole-time practice by digitally signing it, and signed with a valid digital signature. If no special resolution is passed, a declaration that the consent of seventy-five percent of members in terms of paid-up share capital has been obtained is added to the webform.

How Much Does It Cost to Close a Company?

The normal government fee for Form STK-2 is ₹10,000, but under the CCFS-2026 scheme it is reduced to 25 percent of the normal fee, which is ₹2,500, until 15 September 2026. Additional costs for MGT-14, stamp paper, notarisation, and professional charges apply on top.

The cost involves the STK-2 fee, which is ₹10,000 in a normal case, along with the MGT-14 fee if applicable, which varies based on authorised capital. There are stamp paper charges of ₹500 for the indemnity bond and ₹100 for the affidavit, along with notarisation charges. Professional fees for document preparation also apply, and because the documents have to be signed and certified by a practising professional, those charges depend on the complexity of the case. The Instruction Kit for Form STK-2 lists the ₹10,000 government fee and notes that the fee payable is subject to changes under the Act or any rule, regulation, or notification.

There is currently a time-limited saving on the STK-2 fee. Under the Companies Compliance Facilitation Scheme, 2026 (CCFS-2026), a company applying for strike-off through Form STK-2 pays only 25 percent of the normal filing fee, which works out to ₹2,500 instead of ₹10,000, a saving of ₹7,500. This concessional rate is available only during the scheme window, which runs until 15 September 2026. Our CCFS-2026 guide explains the scheme in full.

What Conditions Must the Company Meet Before Filing?

Before filing STK-2, the company must have extinguished all its liabilities, have no open charges, obtain shareholder approval, and not fall into any of the excluded categories. These conditions are checked during processing.

The Instruction Kit for Form STK-2 sets out several checkpoints. The company must not be a Section 8 company, a listed company, or a vanishing company, and no inspection or investigation should be ordered or being carried out against it. It should not be marked as having a management dispute, and there should be no open, unsatisfied charges against it. Its status should not be defaulting, and only companies with a CIN status of Active, Dormant under Section 455, Dormant, or Under Process of Strike Off are allowed to file STK-2. Meeting these conditions before filing avoids resubmission or rejection.

Summary

Closing a private limited or OPC company in India is done through Form STK-2, filed under Section 248(2) of the Companies Act 2013 and processed by C-PACE. A company that never traded and never opened a bank account can be closed simply by filing STK-2 with STK-3, STK-8, STK-4, and board resolutions. A company that traded must first complete its annual filings, income tax, and GST for those years, with MGT-14 becoming mandatory. Where capital was deposited but no transactions happened, closure can be applied for after one year; where transactions happened, after two years with no transactions in between. The company must have no pending liabilities and shareholder agreement. The government fee is ₹10,000, currently reduced to ₹2,500 under the CCFS-2026 scheme until 15 September 2026, plus MGT-14, stamp paper, notarisation, and professional charges. For a Section 8 company, a different process applies.