On Incorporation Name Of The Company And LLP Is Entered In Register Of The Company Maintained By Registrar.
Striking Off The Name Of The Company/LLP Is Temporarily Removing The Company From Register.
Name Of The Company Can Be Restored In The Register On Making An Application.
THE MINISTRY OF CORPORATE AFFFAIRS (MCA) VIDE NOTIFICATION DATED 26TH DECEMBER 2016 NOTIFIED SECTION 248 TO 252 OF COMPANIES ACT 2013 Dealing With The PROVISION FOR REMOVAL OF NAME OF COMPANIES FROM REGISTER OF COMPANIES.MCA HAS ALSO ISSUED THE COMPANIES (REMOVAL OF NAMES OF COMPANIES FROM THE REGISTER OF COMPANIES) RULES,2016(RULES) TO BE EFFECTIVE FROM THE SAME DATE i.e 26th DECEMBER 2016 IN ORDER TO PROVIDE PROCEDURAL ASPECTS OF STRIKING OFF.
A company which is undergoing the process of striking off either voluntarily or by action of the registrar is given the status as“ STRIKING OFF" and the status of the company is changed to dissolved or liquidated when affairs of the company are completely wound up by following the provision of winding up of company . after dissolution or liquidation ,the company cease to exist.
WAYS OF STRIKING OFF A COMPANIES:-
By registrar of company on suo moto(on its own)
By application of company for removal of name/strike off of company.
STRIKE OFF BY REGISTER OF COMPANIES (ROC) BY SUO MOTO :-
In case of existing company which fails to commence a business within 1 year of its Incorporation Or the company does not carry any business or Operation for a period of two immediately preceding financial year and also has not made a application to ROC for applying for status of dormant company under section 455 of companies act 2013. The registrar have to give a opportunity of being heard after that roc willl publish a notice in official Gazzette of striking off the name of the company from registrar after that the company shall stand dissolved.
According to subsection 1 of section 248 of companies act 2013 read with the rule 3 of the companies rules 2016.On this basis registrar can remove the name of company from register.
I)when a company fails to commence a business within one year of its Incorporation.
II)when a company is not carrying on any business or Operation for a period of two immediately preceding financial year and has not made an application for the status of dormant company.
Before the removal of the company name from register the registrar is required to send the notice to the company and all its director at the addresse available in record, by Registered post with acknowledgement due or by speed post in form STK 1. On the receipt of the notice all the directors of the company are required to send their representation along with the copies of the relevant documents, if any , explaining the reason why the name of the company should not be removed from register of companies
Such representation should be given within a period of thirty days from the date of the notice.
STRIKING OFF THE NAME OF COMPANY BY MAKING AN APPLICATION FROM THE COMPANY TO REGISTRAR OF COMPANIES (ROC):-
The company will apply to ROC for striking off the name of the company from its registrar. On receipt of an application along with the necessary fees, The registrar will issue a public notice for intimating the general public to submit their objection,if any. In case of no objection received the registrar may proceed to strike off the name of company from register and publish an notice in official Gazzette about the same and then the compay stands struck off with effect from the date.
Procedure to strike of the name of company by Application to ROC.
I) first the company has to call a board meeting to pass a board resolution for the purpose of striking off the name of the company from the register of the ROC subject to approval of shareholders of the company and to Authorize any director to file an application for fixing a date,day,time,venue for extra ordinary general meeting of shareholders.
II) After the resolution is passed, if there is any liability in the company you have to set off/pay all liablities.
III) There should be made an indemnity form STK 3 and Affidavit in form STK 4 which should be signed and execute it. In case the directors are foreign national or non resident indian, the document is to be notarized or apostilled or consularised.
IV) Company has to make an statement of accounts showing the assets and liabilities up to date, not more then thirty days before an application made. Such statement should be certified by Charted Accountant.
V) General Meeting should be held on the day ,date,time,venue as fixed earlier for passing of the special resolution. That special resolution which is passed for the purpose of striking off the name of the company should have a consent of members of the company in terms of paid up share capital of an 75% members.
VI) In general meeting after obtaining the consent, company shall file MGT -14 within thirty days from the date of passing special resolution.
VII) Approval of concerned authorities is required in case of a company regulated by any other authority.
VIII) Application should be made in form STK-2 along with the fee ₹5000/- .
ATTACHMENT WITH FORM STK-2 : RULE 4(3).
NOC ( no objection certificate) from an appropriate concerned authority, if required (RBI,SEBI,IRDA,Housing finance etc.)Rule 4(2).
Statement of accounts certified by Charted Accountant, statement should not be older then 30 days from the Application.
Indemnity bond from every director in form STK-3.
An affidavit from every director of the company in form STK-3.
CTC of special resolution duly signed by each director.
Statement regarding pending litigation, if any, involving company.
IX) E-Form STK-2 shall be signed by authorised director.
X) E-Form STK-2 shall be certified by company secretary in whole time practice or charted accountant in whole time practice or cost accountant in whole time practice.
XI) public notice by ROC : after filing Application for strike off by the company the ROC shall publish a public notice in form STK-6 inviting objections to the proposed strike off, if any.the notice will be published for the information of general public in the following ways :
Official website of Ministry of Corporate Affairs.
Publish on official Gazzette.
Publish in English language in a leading English news paper and at least in one vernacular language in leading vernacular language newspaper, both having wide circulation in the state in which the Registered office of the company is situated.
XII) Intimating to regulatory authorities about the proposed action of removal or striking off the name of company should been sent to income tax, service tax, central excise duty having jurisdiction over such a company.
THANKS FOR READING MY BLOG 😃❤️👍 I HOPE THIS WAS HELPFULL TO YOU.FOR MORE DEATILS READ MY OTHER BLOGS.
No comments:
Post a Comment