The strike off of a company means removing a company’s name from the Register of Companies. Once the Registrar of Companies removes the name, the company is legally closed.
For a normal private limited company, if the business has stopped and there are no dues, closure can be simple. But a Section 8 Company is different. It is a not-for-profit corporation formed for charitable or public purposes. Therefore, it needs special attention to close it.
Before starting the process, the company should check the status of its licence, pending filings, liabilities and assets. Strike off will work in some instances. In other cases, the company may need licence revocation, conversion or winding up rather than a simple strike-off filing.
This guide covers the rules, MCA Procedure, forms, documents and compliance requirements for Section 8 Company strike off in simple terms.
What is the Strike Off of a Company?
Strike off means removing the company’s name from the records of the Registrar of Companies (ROC). After that, the company stops existing as a legal entity.
For a Section 8 Company, a strike off is not just about filing one form. The company must first clear pending filings, settle liabilities, and deal with its assets in the right way.
Know More: Company Strike Off in India (2026): Process, Documents & Consequences
Can a Section 8 Company Be Struck Off?
A Section 8 Company should first check whether a strike off is legally available in its case. It should not assume that the normal company closure route automatically applies.
Two Routes to Closure
A Section 8 Company may close in two broad ways:
- Strike off the route if the company is inactive, has no unresolved liabilities, and the closure route is legally available.
- Alternative closure route, such as licence revocation, conversion, or winding up if the company still has legal, financial, or asset-related issues.
When Can a Section 8 Company Be Closed Under the Strike-Off Route?
The company should review whether:
- It has ceased business or activities
- Settlement of all liabilities and statutory dues
- Annual Filings & Tax Filings Complete
- There are no major outstanding disputes or investigations
- Proper transfer of assets pre-closure
If these points are not clear, the company should not be in a hurry to strike off.
Compliance Checklist Before Filing Form STK-2
Before filing, the company should clean up its records.
Statutory compliance
- File pending annual returns and financial statements
- File pending income tax returns
- Complete GST compliance, if applicable
- Check TDS, PF, or ESIC dues, if relevant
Financial compliance
- Clear loans, creditors, and employee dues
- Clear tax dues and other statutory payments
- Make sure no hidden liabilities remain
Operational compliance
- Close or reconcile bank accounts
- Identify all assets and donor funds
- Keep closure records and internal approvals ready
If the company still has unpaid dues, pending filings, or unresolved assets, the strike-off application may get delayed or rejected.
Step-by-Step Procedure for Section 8 Company Strike Off
Board and Member Approvals
Begin with a Board Meeting. The Board should approve the closure proposal and authorize the next steps.
The necessary resolution should then be passed by the members to approve the closure.
Asset Transfer and Final Accounts
The company should do the following before filing:
- Repay debts
- Transfer remaining assets in accordance with Section 8
- Close bank accounts if necessary
Prepare final accounts and a statement of accounts showing the latest financial position.
Filing Form STK-2 and ROC Review
If the company is eligible to take the strike-off route, then the application to MCA can be made.
The ROC reviews the application and may issue a public notice and invite objections if required. Unless there is a serious incident, the ROC might strike the company’s name from the register.
Asset Transfer Rules for Section 8 Companies
This is one of the most important parts of the process.
A Section 8 Company cannot distribute its remaining money, property, or other assets to directors or members. The remaining assets usually need to be transferred to another Section 8 Company or a similar eligible non-profit body with similar objects.
So before closure, the company should prepare a clear asset transfer plan and keep proper records of that transfer.
Documents Required for Section 8 Company Strike Off
The exact list of documents may differ, but these are the usual documents:
- Board Resolution for Closure Authorization
- Resolution of Members approving the strike off
- Application for Strike-off Form STK-2
- Form STK-3 indemnity bond from directors
- Affidavit of Directors for Form STK-4
- Statement of Accounts detailing the most current financial standing of the company
- Transfer of assets documents.
- Tax and compliance documents
- Proof of closure of bank, if applicable.
These documents assist the ROC in confirming that the corporation is indeed prepared to close.
Strike Off vs Winding Up: Which Route Is Better?
The right route depends on the company’s condition.
- Strike off may work if the company has stopped operations, has no liabilities, and is legally eligible for closure.
- Winding up may be better if the company still has liabilities, disputes, litigation, or complex assets.
- Conversion or licence-related action may be needed where the Section 8 structure itself creates a closure issue.
So, the company should first choose the correct route before filing any form.
Restoration After Strike Off Under Section 252
A struck-off company can be restored in some cases under Section 252 of the Companies Act, 2013, through the NCLT.
Who Can Apply?
An application for restoration may be filed by:
- the company
- a member
- a creditor
- another aggrieved person
When Is Restoration Allowed?
Restoration may be allowed if the applicant can show valid grounds, such as:
- The company was active when it was struck off
- The strike off caused unfair hardship
- Restoration is otherwise just and proper in the facts of the case
Common Mistakes That Delay Section 8 Company Strike Off
The striking off process is often delayed by avoidable mistakes, such as:
- Annual returns or tax filings are pending
- Employee dues or unpaid liabilities
- STK documents not accurate or incomplete
- Difference between statements and bank statements
- Poor planning of asset transfer
- Filing for strike off without checking the right closure route
A good compliance check before you file can save a lot of time and trouble.
Conclusion
Closing a Section 8 Company is not as simple as completing a strike-off form. Before moving ahead, the company should verify its licence status, pending ROC and tax compliances, liabilities and the treatment of any remaining assets.
A properly executed closure avoids delays, lowers the chance of ROC objections and shields directors and members from future legal or compliance issues.
If you are looking to close a Section 8 Company and need assistance with compliance review, documentation, or MCA filing, FinGURU India can help you determine the right way to close and complete the process seamlessly.
