Closing a company properly stops the compliance clock. Abandoning it does not. Penalties keep accruing on a company nobody is running.
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TIMELINE
4 to 8 months
ROUTE
Strike off under STK-2
ALTERNATIVE
Dormant status
PRECONDITION
All filings brought up to date
What is included
Assessment of the correct route: strike off, dormancy or liquidation
Clearing of pending annual filings
Closure of bank accounts and settlement of liabilities
Board and shareholder resolutions
Statement of accounts and affidavits from directors
STK-2 filing with the Registrar
Follow up until the name is struck off
Documents you will need
Corporate records
Certificate of Incorporation
All pending annual filings brought up to date
Board and special resolutions approving closure
Indemnity bond and affidavits from every director
Financial records
Statement of accounts certified by a chartered accountant
Bank account closure certificate
Proof that liabilities have been settled
Details of any pending litigation
How the filing runs
Bring filings current
A company cannot be struck off with pending annual filings. Overdue returns are completed first, which is often the largest part of the work.
Settle and close
Liabilities are discharged, assets disposed of and bank accounts formally closed with a certificate from the bank.
Approve and declare
The board and shareholders approve closure, and directors execute the indemnity bond and affidavits.
File STK-2
The application is filed with the Registrar, published for objections, and the name is struck off if none are received.
Walking away is the most expensive option
A company you stop using does not stop existing. Annual filing obligations continue, additional fees accrue daily per form, and directors risk disqualification that follows them to every other company they sit on. We regularly see founders return to a company abandoned three years earlier and find the cost of cleaning it up is many times what a proper closure would have cost at the time. If the company has served its purpose, close it deliberately.
No. All overdue annual filings must be completed before a strike off application can be made, which is why closing early costs far less than closing late.
Strike off requires nil assets and liabilities at the time of application. Outstanding items must be settled or the company must go through liquidation instead.
A company that intends to remain inactive for a period, but not close permanently, can apply for dormant status, which reduces the compliance burden without dissolving the company.