4 months, 4 weeks ago mycaguruKeymaster
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.
herefore 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
1. Dormant Company: Section 455 of the demonstration characterizes it as – an organization is framed and enrolled under this Act for a future undertaking or to hold an advantage or licensed innovation and has no noteworthy bookkeeping exchange, such an organization or an inert organization may make an application to the Registrar in such way as might be recommended for getting the status of a torpid organization.
2. Inactive Company: An organization which has not been carrying on any business or operation, or has not made any critical bookkeeping exchange amid the last two budgetary years, or has not recorded money related proclamations and yearly returns amid the last two monetary years.
3. Significant Accounting Transaction: Any Transaction other than:
(a) Payment of expenses by an organization to the Registrar;
(b) Payments made by it to satisfy the prerequisites of this Act or some other law;
(c) Allotment of offers to satisfy the necessities of this Act; and
(d) Payments for upkeep of its office and records
4. Quick Track Exit: Fast Track Exit mode is presented by Ministry of Corporate Affairs (“MCA”) for offering chance to non-working organizations for getting their names struck off from the records of MCA. Quick Track Exit mode is a simple method of shutting non-working organizations at less expensive cost with lesser conventions under Section 560 of Companies Act, 1956.
5. Vanishing Company: An organization recorded with Stock Exchange which has neglected to document its profits with the Registrar of Companies and Stock Exchange for a back to back time of two years, and isn’t keeping up its enlisted office at the address told with the Registrar of Companies or Stock Exchange and none of its executives are traceable.
Checks For Removal of Name
MCA vide Notification no. G.S.R. 1174(E) dated: 26th December, 2016 told Section 248 to Section 252 of the Act which supplanted the current plan FTE which came into constrain on 3 rd July, 2011. Following are check indicates for an organization apply under Section 248 of the act:
- Organization has neglected to start its business inside one year of its consolidation.
- Organization isn’t carrying on any business for a time of two instantly going before budgetary years previously making the utilization of Form STK-2
- Organization has no advantages and liabilities as on date.
- Archives required to be connected to Form STK-2:
I. An Affidavit from every one of the chiefs separately in Form STK-4 (Mentioning organization has not carried on any business since fuse or that the organization did some business for a period up to a date and afterward suspended its operations, by and large; and no request or arraignment is pending against the organization)
ii. An Indemnity Bond (appropriately authenticated) by each executive independently or all things considered in Form STK-3 (Mentioning any misfortunes, claim and liabilities on the organization, will be met in full by each chief)
iii. A Statement of Accounts containing resources and liabilities made up to a day, not over thirty days before the date of utilization appropriately affirmed by a Chartered Accountant.
iv. Duplicate of Board Resolution approving chiefs to document application.
v. Duplicate of Special Resolution properly ensured by each of the chiefs of the organization or assent of seventy five percent of the individuals from the organization as far as paid up share capital as on date of use.
vi. An announcement of pending suits, assuming any, including the organization.
vii. No protest declaration from suitable Regulatory Authority, if directed by any uncommon demonstration under which organization is secured
Technique for Name Removal
After the arrangement of required reports and intersection the checks, organization can apply for Removal of Name with ROC.
1. A qualified organization can apply for Removal of name from enroll of organizations electronically in Form STK-2 alongside the charge of five thousand rupees under sub-segment (2) of segment 248 of the demonstration
2. Frame STK-2 might be marked by an executive properly approved by board for their sake, where a chief concerned doesn’t have an enrolled Digital Signature Certificate, a physical duplicate of the shape appropriately filled in should be marked physically by the chief appropriately approved for that sake and might be connected to Form STK-2.
3. Shape STK-2 might be ensured by a CA/CMA/CS in entire time rehearse
4. The enlistment center might put the name of the candidate and date of making application in Form STK-6, on MCA entry on consistent schedule , giving thirty days time for raising protest, assuming any, by the partners..
5. The Registrar of Companies might, at the same time suggest the concerned administrative experts, viz, the Income-impose specialists, focal extract and administration assess experts having ward over the organization, about the proposed activity of the evacuation names of such organizations and look for protests, assuming any, to be outfitted inside a time of thirty days from the date of issue of the letter of implication and if no complaints are gotten inside thirty days from the separate specialist, it should be assumed that they have no complaints to the proposed activity.
6. The enlistment center of organizations on taking a break indicated, might cause a notice under subsection (5) of segment 248 of striking off the name of the organization to be distributed in Official Gazette in Form STK-7 and he same should likewise be put on the official site of the MCA
Organizations can’t have any significant bearing for evacuation of name under sub-segment (2) of segment 248:
- Recorded Companies
- Organizations enlisted under Section 8 of the demonstration or Section 25 of the Companies Act, 1956
- Organizations having charges which are pending for fulfillment
- Organizations, which have acknowledged open stores which are either exceptional or organization is in default in reimbursement of the same
- Organizations that have been delisted due to resistance of posting directions assention
- Organizations whose application for aggravating is pending before the skillful specialist for exacerbating the offenses submitted by the organization or any of its officers in default
- Organizations where review or examination is requested and being done or activities on such request are yet to be taken up or were finished however indictments emerging out of such assessment or examination are pending in the Court 8. Vanishing Companies
- in the event that, whenever in the past three months, the organization has changed its name or moved its enrolled office starting with one State then onto the next
- has occupied with some other movement aside from the one which is essential or convenient to make an application
- Organizations (Removal of Names of Companies from the Register of Companies) Rules, 2016 doesn’t limit anyplace an outside organization to apply under frame STK-2, however in the event that we watch Form STK-2 we can’t prefill FCRN of the organization. Subsequently, a remote organization needs to go under technique of intentional ending up/ending up by council however it isn’t confined under the principles
Applications or forms pending before Central Government:
Any application or pending continuing for striking off or Form-FTE recorded with the Registrar of Companies preceding the beginning of these standards however not discarded by such specialist for need of any data or archive should, on its accommodation, as per the general inclination of the expert, be discarded as per the tenets made under the Companies Act, 1956
Litigations: : Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 does not say anyplace that a Company against which suit is pending can’t matter for striking off the name of the Company from the Register kept up by the ROC. Subsequently, a Company against which case is pending can apply under quick track mode. Further, points of interest of pending suits are required to be topped off in e-frame STK-2 which has a reference in oath as well. Any pending suits including the organization ought to be unveiled while making application.
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