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Strike Off — Section 8 Companies

Close a Section 8 company the compliant way, not the risky way.

Strike off is the formal process of removing a Section 8 (non-profit) company's name from the Registrar of Companies' records once it has stopped operating, achieved its objects, or is no longer financially viable. Unlike an ordinary company, a Section 8 entity must first surrender its Section 8 licence to the Regional Director before the Registrar will even accept a strike-off application.

Skip that sequence and the filing gets rejected, or worse, the Registrar initiates a suo-moto strike-off on its own terms — leaving directors disqualified and any remaining charitable assets unresolved. Done properly, it's a clean, permanent exit that closes every open compliance thread in one filing.

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0Section 8 Strike-Offs Filed
0Public Objection Window
0Avg. Closure Timeline
0NCLT Restoration Window
Closure Case File Form STK-2
Section 8 Strike-Off Status
Live tracker for a voluntary company closure with the ROC
18/30
Public Notice: Objection Window Open STK-6 published, day 18 of 30
Licence Surrender RD Approved
Special Resolution 75% Passed
Liabilities Nil Outstanding
Statement of AccountsCA Certified
Resolution
Licence Surrender
Public Notice
Struck Off
Routes to Closure

Which strike-off route applies to your company?

Not every Section 8 closure follows the same path — here's every scenario we handle, and how each one differs procedurally.

Voluntary Strike-Off (Form STK-2)

Initiated by the company itself once members pass a special resolution to close down — the most common and controlled route to exit.

Most Common

Suo-Moto Strike-Off by the ROC

The Registrar removes a company's name on its own initiative under Section 248(1), typically after prolonged non-filing or non-operation.

Strike-Off After Licence Surrender

Applies once the Regional Director has approved surrender of the Section 8 licence — a mandatory precondition before ROC will process STK-2.

Non-Commencement of Business

Where the company never began operations within a year of incorporation, qualifying it for closure under Section 248(1)(a).

Dormant Company Strike-Off

Applies where the entity has been inactive for two consecutive financial years and hasn't applied for dormant status under Section 455.

Strike-Off Post Amalgamation/Merger

Where the Section 8 company's objects and assets have merged into another eligible non-profit, leaving the original entity to be formally closed.

Strike-Off With Pending Regulatory Deregistration

Requires FCRA, 12A/80G, or CSR-1 deregistration to be cleared first, where the company held any of these registrations.

Restoration-Sensitive Closures

Cases needing extra care in documentation, since any creditor or member can apply to NCLT to restore the company within 20 years.

The Closure Flow

From board resolution to dissolution, in eight steps

The travelling marker beside this list traces exactly how a Section 8 strike-off moves from the first board meeting to the final ROC notification.

1

Board Resolution to Close

The board convenes and resolves to cease operations, authorising the special resolution and the licence-surrender application.

2

Special Resolution (75% Members)

Members approve closure by at least a 75% majority, along with the plan for distributing any remaining charitable assets.

3

Clear Liabilities & Settle Accounts

Every outstanding liability is cleared, bank accounts are closed, and remaining assets are transferred as the objects clause requires.

4

Surrender the Section 8 Licence

An application is filed with the Regional Director to surrender the Section 8 licence — ROC won't accept STK-2 without this approval.

5

Statement of Accounts (CA Certified)

A chartered accountant certifies a nil-liability statement of accounts, dated within 30 days of the strike-off application.

6

File Form STK-2 with the ROC

The strike-off application is filed along with the indemnity bond, affidavit, licence-surrender order, and supporting resolutions.

7

Public Notice & Objection Window

The ROC publishes Form STK-6 in the Gazette and a newspaper, opening a 30-day window for creditors or stakeholders to object.

8

Strike-Off Order & Dissolution

Absent any objection, the ROC issues Form STK-7 — the company's name is struck off and it stands dissolved from that date.

Eligibility

Is your Section 8 company eligible for strike-off?

Because Section 8 companies hold charitable licences and tax benefits, the bar for voluntary closure is higher than for an ordinary private company.

No Business or Charitable Activity

The company hasn't commenced operations within a year of incorporation, or has been inactive for the two preceding financial years.

Nil Outstanding Liabilities

All loans, statutory dues, and creditor claims are cleared before the strike-off application is filed with the ROC.

Special Resolution Passed

At least 75% of members, by value, have approved the decision to wind down and strike off the company.

Section 8 Licence Surrender Approved

The Regional Director has approved surrender of the company's Section 8 licence — a precondition unique to non-profit closures.

No Pending Litigation or Investigation

The company isn't facing prosecution, inspection, inquiry, or investigation under the Companies Act or any other law.

Assets Transferred Per the Objects Clause

Remaining assets go to another Section 8 company with similar objects or a specified fund — never distributed to members.

Paperwork

Documents you'll need to keep handy

Gathering these upfront is the single biggest thing you can do to keep your strike-off application from bouncing back at the ROC.

Board & Special Resolution

Certified copies authorising closure

Statement of Accounts

CA-certified, not older than 30 days

Indemnity Bond (STK-3)

Notarised, from every director

Affidavit (STK-4)

Sworn statement from each director

Licence Surrender Order

Regional Director's approval letter

NOC From Creditors/Regulator

If any liabilities or licences existed

PAN Card of the Company

Self-attested copy for the application

Bank Account Closure Certificate

Proof every company account is closed

Why It's Worth It

What a proper strike-off actually buys you

Closing a dormant Section 8 company voluntarily is cheaper, faster, and cleaner than leaving it to lapse or be struck off by force.

No Ongoing Compliance Burden

Stops annual filings, audits, and board-meeting obligations for good

No More Late Filing Penalties

Ends the daily additional fee clock on overdue ROC forms

Directors Avoid Disqualification

A controlled closure protects directors from Section 164 fallout

Protects Charitable Reputation

Assets pass on transparently instead of sitting in limbo

Faster Than Formal Winding-Up

Strike-off typically closes in months, not the years a liquidation can take

Lower Cost Than Liquidation

Avoids the liquidator fees and court process a winding-up petition needs

Clean, Documented Exit

Every step is on record, reducing risk of future disputes or claims

Reduces Restoration Risk

A properly documented closure is far harder to challenge at NCLT later

Risks & Consequences

What's at stake if closure isn't handled right

A Section 8 strike-off has more moving parts than an ordinary one — here's exactly what each shortcut ends up costing.

Forced Suo-Moto Strike-Off

Ignoring closure lets the ROC strike the company off on its own terms, without your input on asset handling.

Director Disqualification (Section 164)

Directors of companies struck off for non-filing can be disqualified from future directorships for up to 5 years.

NCLT Restoration Exposure

Creditors, members, or the ROC can apply to restore a struck-off company within 20 years, reopening old liabilities.

Loss of 12A/80G Tax Benefits

An unresolved closure can jeopardise the tax-exemption and donor-deduction status the company once held.

Unresolved FCRA/CSR-1 Status

Foreign-contribution or CSR-implementing registrations left open can attract separate regulatory scrutiny.

Assets Vesting With Government

Unclaimed or unresolved assets of a struck-off company can eventually vest with the Central Government.

Why Hisho & Kanri

Closure handled by people who do this daily

We coordinate the Regional Director's licence surrender and the ROC's strike-off together, so nothing gets filed out of sequence and rejected.

Non-Profit Compliance Specialists

Chartered accountants and company secretaries who handle Section 8 closures regularly.

Sequenced Filing

Licence surrender, resolutions, and STK-2 filed in the right order, first time.

Transparent Pricing

One clear package covering RD approval through to the final STK-7 notice.

Full Visibility

You track every stage — resolution, licence surrender, public notice, and dissolution.

Dedicated Closure Manager

One point of contact from the first board resolution to the final strike-off order.

Confidential Asset Handling

Sensitive financial and donor records are handled under strict confidentiality.

FAQ

Common questions about Section 8 company strike-off

Can't find your question here? Use the form alongside this page and we'll answer it directly.

It's the removal of the company's name from the Registrar's records, formally dissolving it once all closure conditions and approvals are met.

Because it holds a charitable licence and tax benefits, it must first surrender that licence to the Regional Director before the ROC accepts a strike-off form.

They must go to another Section 8 company with similar objects, or a specified fund — the law prohibits distributing them to members.

Typically around 90 days once documents are ready, factoring in the licence surrender approval and the 30-day public objection window.

Board and special resolutions, a CA-certified statement of accounts, an indemnity bond, an affidavit, and the licence-surrender order — see the Documents section above.

Yes — under Section 248(1), the ROC can initiate a suo-moto strike-off for prolonged non-filing or non-operation, without waiting for a voluntary filing.

Yes, an aggrieved member, creditor, or the ROC can apply to the NCLT for restoration within 20 years of the strike-off order.

They can be disqualified from holding directorships in any company for up to five years under Section 164 of the Companies Act.

Yes, any active FCRA registration, tax-exemption registration, or CSR-1 filing should be closed out alongside the company strike-off, not left pending.

Because we sequence the licence surrender, resolutions, and ROC filing correctly the first time, and stay engaged through the full 30-day objection window.