Removal of Name of the Company From ROC (Register of Companies). There are many things which are easy to form but difficult to demolish. Company is one of them which form part of that list. With the commencement of Companies Act, 2013 (“the Act”), the compliance requirement have been increased when compared with earlier Companies Act, 1956. There are many companies which are formed for a conceived business but never took off or the business is ceased for quite some time, and remained unused or inoperative.Therefore it is difficult for those companies to maintain themselves and retain the Status of Active Company. The options left behind by the act are:
- To make an application to get the status of Dormant Company under Section 455 of the Act, and 2.
- To make application for Strike-off of name from register of companies under Section 248 of the Act
Removal of Name of the Company From ROC
- (a) Payment of fees by a company to the Registrar;
- (b) Payments made by it to fulfill the requirements of this Act or any other law;
- (c) Allotment of shares to fulfill the requirements of this Act; and
- (d) Payments for maintenance of its office and records
Checks For Removal of NameMCA vide Notification no. G.S.R. 1174(E) dated: 26th December, 2016 notified Section 248 to Section 252 of the Act which replaced the existing scheme FTE which came into force on 3 rd July, 2011. Following are check points for a company to apply under Section 248 of the act:
- Company has failed to commence its business within one year of its incorporation.
- Company is not carrying on any business for a period of two immediately preceding financial years before making the application of Form STK-2
- Company has no assets and liabilities as on date.
- Documents required to be attached to Form STK-2:
Procedure for Name RemovalAfter the preparation of required documents and crossing the checks, company can apply for Removal of Name with ROC.
- Listed Companies
- Companies registered under Section 8 of the act or Section 25 of the Companies Act, 1956
- Companies having charges which are pending for satisfaction
- Companies, which have accepted public deposits which are either outstanding or company is in default in repayment of the same
- Companies that have been delisted due to non-compliance of listing regulations agreement
- Companies whose application for compounding is pending before the competent authority for compounding the offences committed by the company or any of its officers in default
- Companies where inspection or investigation is ordered and being carried out or actions on such order are yet to be taken up or were completed but prosecutions arising out of such inspection or investigation are pending in the Court 8. Vanishing Companies
- if, at any time in the previous three months, the company has changed its name or shifted its registered office from one State to another
- has engaged in any other activity except the one which is necessary or expedient for the purpose of making an application
- Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 doesn’t restrict anywhere a foreign company to apply under form STK-2, but if we observe Form STK-2 we cannot prefill FCRN of the company. Hence, a foreign company has to go under procedure of voluntary winding up/ winding up by tribunal though it is not restricted under the rules
Applications or forms pending before Central Government:Any application or pending proceeding for striking off or Form-FTE filed with the Registrar of Companies prior to the commencement of these rules but not disposed of by such authority for want of any information or document shall, on its submission, to the satisfaction of the authority, be disposed of in accordance with the rules made under the Companies Act, 1956
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