Easy closure of Private Limited Company in India

Sometimes business does not turn out the way you have planned and you have to shut it down due to reason such as losses, change in government policy or any other. In case, you are not willing to continue with the operations in the private limited company, you can close it. This closure process is governed by the Companies Act 2013. Afleo offers services to ease this closure process.

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Winding Up of a Pvt Ltd Company


A private limited company is a business entity with a maximum of 50 members who have limited liability in the company. There are various legal compliances that you need to adhere if you are operating a private limited company such as filing income tax return, filing documents with ROC (Registrar of Companies), filing GST returns and many others.

You may have registered a company with a long-term perspective but sometimes it does not work because of various reasons such as default in following compliances, the idea did not work the way it should or you are facing losses. In such cases, it is better to voluntarily close the company than to bear the cost of running and maintaining it. The new procedure to close the company is easy and quick as compared to the previous procedure which was lengthy and tedious. To get rid of annual requirements by ROC and to release your assets from the company, closure is a good option. Shareholders can initiate voluntary closure of a private limited company anytime they wish.

To start with the closure process, you first need to pay off your liabilities if any, towards secured creditors, unsecured creditors or employees. After settling your dues, you have to close your company’s bank account and complete dues of annual return filing. To file the application to ROC through Form STK 2, you first need to stop all the operations of your company and surrender your GST registration.

Afleo will help you in complying with the legal procedure to voluntarily close your company. Our Business advisors will give solutions to all your queries regarding the closure of a private limited company and help you with all the Documents required, Process, Fees etc. Afleo.com started with the simple idea that doing business in India should be very easy. Our growing team of young hard working professionals is our biggest asset. For our team, consumers are the priority and thus, we work meticulously to ensure that documents are filled correctly and swiftly. Afleo is the market leader with the completion of hundreds of closure procedure within the stipulated time.

Features of Closure of a Private Limited Company

Get required consent

As per the new provisions, you need to get consent from the shareholders for closing a private limited company. You need minimum 75% consent from the shareholders or members of the company to take the closure procedure. Also, you need to notify one director about the closure and assign him to carry forward with the closure process.

Pay off all the liabilities

Before filing the form with ROC, you need to repay your debt and pay off all your liabilities. After paying off to secured creditors, unsecured creditors and employees, you need to get a no objection certificate from them.

Avoid fines and compliances

When a private limited company has not started its operations or has shut down operations for any reason, then also you need to comply with ROC and income tax compliances. In case of failure in following such compliances, penalties are imposed. So, to avoid such fines and compliances, you should close such company.

Documents Required for Closure of Private Limited Company

Indemnity bond through Form STK 3

Form STK 4

Special resolution containing members’ consent

Account statements containing assets and liabilities

Closure certificate of bank account

PAN card of the company

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Procedure for closing a Private Limited Company

Obtaining information/documents

At first, we will clarify all your doubts regarding closure process. After that we will need special resolution and NOC from your creditors for filing your application

Filing an application with ROC

Once we have received required details from you, we will file the Form STK-3 with ROC after getting it digitally signed by you, within 1 working day.

Obtain certificate from ROC

After we have submitted the application and completed the procedure on your behalf, ROC will send a notice in 1-3 months of such closure.

How we help with closure of Private Limited Company

Afleo.com makes process of closure of company very easy and quick.

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Frequently Asked Questions

Closure of a private limited company is the procedure through which the company is permanently shut down and directors or shareholders need not to follow compliances.

When you have registered a company and due to any reason, you do not want to continue its operations, you must close the company.

To close the company you need to fulfill certain requirements and notify about the closure to ROC.

For closing the company, you first need to get at least 75% consent from the shareholders for such closure and should pay off all the liabilities.

You need to notify the registrar of companies about such closure through Form STK 2.

Documents required for this procedure include Indemnity bond through Form STK 3, Form STK 4, the Special resolution containing members’ consent, Account statements containing assets and liabilities, Closure certificate of bank account, PAN card of the company and NOC from creditors.

Filing the form with ROC takes only a day and within 1-3 months ROC will send you notice regarding such closure.

Company without operations is like a liability, if you close such company, you won’t have to follow compliances, pay fines and you can save yourself from IT demands.

After signing the statement of assets and liabilities, within 30 days, you need to submit Form STK 2 along with closure documents.

If the 75% consent from shareholders is not received, then you cannot move forward with the closure procedure.

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