
Types of CA Certificates in India: Documents, Cost and UDIN
Money may fuel business, but paperwork keeps it alive. In India, many financial and compliance processes cannot move forward unless a Chartered Accountant certifies the numbers.
5 min read
An inactive company still has to file every year, and the penalties for not filing accrue whether or not it trades. Striking the name off the register is the fastest way to end that.
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The two ways out, which one applies to you, and why owners choose LegalWiz.in to handle the closure.
Where the owners or directors of a company decide to discontinue or wind up the business, they have options. The easiest is to strike the company’s name off the Register of Companies, which is what most dormant companies do. The other is a winding-up petition, which involves more time, more investment and more compliance.
On approval of the strike-off, the company’s name is removed from the register and it ceases to exist in the eyes of the law. Before that application can be made the company has to have met all its compliances, and the application itself is accompanied by a set of documents that generally needs professional help to prepare.
The reason to do it rather than let a dormant company sit is straightforward: it saves the yearly compliance cost, and it removes the risk of non-compliance, of penalties and prosecutions, and of the company falling into default.
Your relationship manager and the drafting team handle everything below. You supply the documents once and execute the affidavit and the indemnity bond.
Government fees are charged at actuals. The closing documents have to be filed within 30 days of the date the statement of assets and liabilities is signed, so the statement is prepared to fit the filing rather than in advance of it.
An inactive company still has to meet its annual compliances, and the cost of doing so recurs every year the company exists.
A company that stops filing is in default, and the exposure sits with the directors rather than with the dormant business.
The risk of high penalties and of prosecution ends with the company.
The Registrar can strike a company off on their own initiative where it has not traded for two financial years, on their timetable rather than yours.
Which one applies to you depends on whether the company still has anything on its books.
Preferred by a company with relatively few outside liabilities, or none. Where a company has been inoperative since its inception, or for the past two years, it may apply for a strike-off, often called a fast-track exit. The primary condition is that it has no assets or liabilities and has complied with the applicable provisions.
Preferred where the company is still operative and has assets and liabilities. It requires approval from the members, the directors and the creditors, and a liquidator has to be appointed to manage the company’s affairs throughout. It is often a time-consuming process.
The route is decided by what is still on the company’s books. Open any row to read the detail behind both answers.
| Attribute | Striking off | Winding up |
|---|---|---|
| Which route applies | ||
| A dormant entityThe fast-track route, for an entity that has stopped trading and has little or nothing left on its books. | An operating entityThe route for an entity that is still operative and has assets to realise and liabilities to settle. | |
| Two financial yearsInoperative since incorporation, or for the two immediately preceding financial years. | Not requiredWinding up is available whether or not the entity has traded. It is the route for one that has. | |
| Must be nilEvery liability has to be repaid or extinguished and the books closed before the application goes in. | Realised and settledAssets are sold and the proceeds applied against the liabilities as part of the process itself. | |
| What it involves | ||
| Not appointedNo liquidator and no application to the Tribunal, which is the main reason this route is faster and cheaper. | RequiredA liquidator is appointed to manage the affairs of the entity for the whole of the process. | |
| Members and creditorsA special resolution, or the consent of members holding 75% of the paid-up share capital, plus a no objection certificate from any creditor. | Members, directors, creditorsApproval is needed from all three, and the Tribunal is involved where the winding up is compulsory rather than voluntary. | |
| Form STK-2Filed online with the Registrar of Companies. | Depends on the routeA voluntary winding up and one ordered by the Tribunal follow different procedures and different forms. | |
| What to expect | ||
| LowerNo liquidator to pay and fewer filings. For a dormant entity the cost of the exit is usually less than another year of keeping it compliant. | HigherThe liquidator, the valuations and the longer schedule each carry a cost. | |
| About 90 daysCounted from the date the application reaches the Ministry. The Registrar then publishes a notice inviting objections before the name is removed. | Considerably longerIt is a time-consuming process and no reliable figure can be put on it in advance. Your relationship manager will estimate it against your own books. | |
| Next step | Get started | |
Swipe the table sideways, Striking off stays in view. Open any attribute to read the detail behind both answers.
Most of this is about proving the company has nothing left on its books. We draft the NOC for you.
The company’s MoA and AoA, its Certificate of Incorporation, its PAN card and any other registration certificates.
The financial statement of the company for the most recent year, prepared within 30 days before the application is filed.
Whether the company has been operative for any period, and if so, since when operations have been discontinued.
A statement of any pending litigation involving the company.
A no objection certificate for the closure from every creditor, where there are any. The draft is provided by our experts.
A no objection certificate for the closure from the Income Tax Department, SEBI, the RBI and any other authority where relevant.
Step 01
Step 02
Step 03
Subject to government processing time.
Twenty working days to get the application filed. The strike-off itself follows about 90 days later, once the Registrar has published the notice and no objection has been received.
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Subject to government processing time. After the application reaches the Ministry it takes about 90 days for the company to be struck off the MCA records, during which the Registrar publishes a notice open to objections from third parties.
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Only once the company has repaid or extinguished all its liabilities and received a no objection certificate from its creditors.
The directors also have to conduct a meeting at which they decide on the closure, by signing a special resolution, or with the consent of members holding seventy-five per cent of the paid-up share capital.
Yes. The Registrar of Companies can remove a company name where there is reasonable cause to believe that:
Closing is the best option where the company is not running, because it:
After the application is filed with the Ministry of Corporate Affairs it takes about 90 days for the company to be struck off the MCA records.
On approval by the Registrar, the notice of strike-off is published on their website so that third parties can raise objections or representations.
The Registrar publishes a list of struck-off companies in the Official Gazette.
A company under the fast-track exit mode is considered closed from the date of publication of that notice in the Official Gazette.
The closing documents have to be filed within 30 days of the date the statement of assets and liabilities is signed.
To update the MCA data and free the company from all its legal compliances.
A company that simply stops trading without being struck off keeps its filing obligations, and the defaults that follow from missing them.
A scheme introduced by the Ministry of Corporate Affairs for inactive companies, allowing them to wind up and have their names struck off the MCA record with fewer formalities.
Where the company was struck off because of its own default, it would have to apply to the National Company Law Tribunal to change its status from struck off back to active, giving valid reasons for the default.
Stop the compliance clock on a company that has stopped trading.
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