Close Private Limited Company

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Close Private Limited Company in India

Hassle-Free Closure of Your Private Limited Company with Expert Support

Closing a private limited company in India requires compliance with the Companies Act, 2013, ROC regulations, and legal formalities. Tax Pal Solutions ensures a smooth, legally compliant process to dissolve inactive or unviable companies while minimizing risks for directors.

Why Choose Our Services?

  • Seamless strike-off and voluntary winding-up services
  • Complete ROC filing and legal documentation support
  • Avoid penalties, director disqualification, and legal complications
  • Fast, transparent closure under Companies Act, 2013
  • Trusted by over 1,000 businesses across India

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Overview of Company Closure

Closing a private limited company is a formal process necessary to avoid future liabilities, penalties, and compliance burdens. Companies can be dissolved through:

  • Strike-Off (Fast Track Exit for dormant companies)
  • Voluntary Winding-Up (For solvent companies)
  • Compulsory Winding-Up (For illegal or fraudulent activities)

When Should You Consider Closing Your Company?

  • Persistent losses or high debt
  • Insolvency or inability to pay dues
  • Outdated business model or unviable operations
  • Strategic business restructuring or pursuing new ventures
  • Stakeholder conflicts or succession issues
  • Non-compliance or prolonged inactivity

Alternatives: Selling Your Company

Instead of closure, transferring ownership through a share sale or asset sale can allow continuity under new management.

Feature Selling the Company Closing the Company
Business Status Continues under new ownership Permanently shut down
Profit/Loss Potential profit from sale May involve losses/liquidation
Legal Requirement Due diligence Legal compliance
Ownership Changes hands Dissolved

Methods to Close a Private Limited Company

Closure Method Best For Key Authority Time Taken Complexity
Strike-Off (Fast Track Exit) Dormant or inactive companies ROC 6–12 months Simple
Voluntary Winding-Up Solvent companies ROC + NCLT 12–18 months Moderate
Compulsory Winding-Up Fraud or illegal activity NCLT + ROC 2+ years High

Step-by-Step Process

1. Strike-Off (Fast Track Exit)

  1. Board Meeting – Pass a resolution authorizing strike-off.
  2. Settle Liabilities & Close Bank Accounts – Clear dues and collect closure confirmation.
  3. Shareholder Approval – Special resolution (75% approval) or written consent.
  4. File Form STK-2 – Attach affidavit, indemnity bond, CA-certified accounts, ITR, and identity proofs.
  5. ROC Scrutiny & Public Notice – 30-day window for objections.
  6. Final Strike-Off Order – Company removed from ROC register after all objections are cleared.

2. Voluntary Winding-Up

  • Pass a special resolution (≥75% shareholder approval).
  • Obtain creditor consent.
  • Submit Declaration of Solvency.
  • Liquidator prepares and submits winding-up report.
  • Tribunal approves dissolution; file final accounts with ROC.

3. Compulsory Winding-Up

  • Petition filed by company, creditors, shareholders, or government.
  • Tribunal reviews petition and may request company’s statement of affairs.
  • Liquidator appointed to manage assets and liabilities.
  • Liquidator submits reports to Tribunal and ROC.
  • ROC issues official dissolution notice in the Gazette.

Eligibility for Closure

You can close your company if:

  • Company is inactive or never started business
  • Share capital not fully paid
  • No outstanding bills, taxes, or loans
  • No ongoing legal disputes
  • All statutory returns filed
  • Directors and 75% shareholders agree to closure

Documents Required

Common Documents

  • Certificate of Incorporation, MOA, AOA
  • Latest audited financial statements and P&L account
  • Director and shareholder ID & address proofs
  • Bank account closure confirmation

Strike-Off Specific

  • Board & shareholder resolutions
  • Affidavit & indemnity bond
  • Statement of Affairs certified by CA
  • Digital Signature Certificates (DSC)

Voluntary Winding-Up Specific

  • Special resolution & Declaration of Solvency
  • Public notice advertisements
  • Liquidator appointment documents
  • Final accounts & reports

Costs

Item Typical Range
Government Fees (Form STK-2) ₹10,000
Professional Fees ₹6,000 – ₹10,000
Documentation & Audit Fees ₹1,000 – ₹3,000
Winding-Up Costs (if insolvent) ₹1,00,000 – ₹2,00,000

Timelines

Closure Method Timeline Key Factors
Strike-Off 6–12 months Compliance, ROC processing, liability settlement
Voluntary Winding-Up 12–24 months Asset realization, liquidator efficiency, tribunal approvals
Compulsory Winding-Up 2+ years Petition complexity, tribunal workload, legal disputes

Risks of Not Closing Properly

  • Continued legal liability for directors
  • Penalties for non-compliance
  • Risk of personal liability for company debts
  • Difficulty starting new ventures or reusing company name
  • Negative perception among investors, suppliers, and clients