On Wednesday, 8th May, 2019 The Ministry of Corporate Affairs issues Companies (Removal of Names of Companies from the Register Of Companies) Amendment Rules, 2019. The rules would come into effect from Friday 10th May, 2019. Let us look at the relevant forms required. The following are the important rules regarding the removal of name of the company:
RELEVANT FORMS :
- FORM STK-2 : Application by company to RoC for removal of name from the register of companies. It is required for the winding up of a company voluntarily.
- FORM AOC-4 : Form for filing financial statement and other documents of the company for each financial year with the Registrar of Companies. (RoC)
- FORM MGT-7 : It is a form for filing annual return by the company. It is an electronic form maintained by the Registrar of Companies (RoC) digitally, based on the accuracy of the statement provided by the company for removal of name. Every registered company, regardless being private or public, must file Form MGT-7 every year for its annual return for removal of name.
- FORM STK-8 : Before the submission of the Form STK-2, Form STK-8 which contains assets and liabilities of a company has to be made 30 days prior the submission of STK-2. This form has to be certified by a Chartered Accountant and has to be submitted with Form STK-2 to the Registrar of Companies. (RoC) The form has been attached to the official notification issued by the MCA
APPLICATION FEE : The fee required to be submitted along with Form STK-2, earlier was INR 5,000. But as per the current MCA rules, the fees have been increased to INR 10,000.
FILING OF ANNUAL RETURN :
- VOLUNTARY STRIKE-OFF : A company cannot file form STK-2 unless it has filed all overdue returns in Form AOC-4 and Form MGT-7 as per the new rules. All these forms are required to be filed up to the end of the financial year in which the company has decided to cease all its business operations.
- INVOLUNTARY STRIKE-OFF : In case the Registrar of Companies initiates and strike-off under sub-section (1) of Section 248, the company would not be allowed to file Form STK-2. Under such circumstances, the Director can be disqualified for a period of 5 years. Given below is the sub-section (1) of Section 248 for reference:
248 (1) Where the Registrar has reasonable cause to believe that—
(a) A company has failed to commence its business within one year of its incorporation;
(b) [ Omitted ]
(c) A company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company under[section 455] or he shall send a notice to the company and all the directors of the company, of his intention to remove the name of the company from the register of companies and requesting them to send their representations along with copies of the relevant documents, if any, within a period of thirty days from the date of the notice.
(d) The subscribers to the memorandum have not paid the subscription which they had undertaken to pay at the time of incorporation of a company and a declaration to this effect has not been filed within one hundred and eighty days of its incorporation under subsection (1) of section 10A; or
(e) The company is not carrying on any business or operations, as revealed after the physical verification carried out under sub-section (9) of Section 12.
FULFILMENT OF COMPLIANCE : In the strike-off process, the concerned person will be required to make a statement that all pending compliance for the company has been filed after initiating procedure under sub-section(1) of Section 248.
FORM STK-8 : STATEMENT OF ACCOUNTS
The MCA has introduced a new form named STK-8 or Statement of Accounts which must be filed during the strike-off process.