Section 248 of the Companies Act, 2013
Section 248 of the Companies Act, 2013
– Power of Registrar to remove name of company from register of companies
📜 Bare Act Summary (Simplified):
Section 248 empowers the Registrar of Companies (ROC) to strike off the name of a company from the register of companies, effectively dissolving the company.
✅ Key Provisions of Section 248:
🛑 1. Situations where ROC can remove a company’s name:
The ROC may remove the company’s name on his own or on application by the company, if:
The company fails to commence business within 1 year of incorporation,
The company has not carried on any business or operation for the last 2 financial years and has not filed for dormant status,
The company is not carrying on any business or operations, after physical verification.
📝 2. Voluntary Application by Company:
A company can also file an application in Form STK-2 to have its name removed voluntarily,
Subject to the following conditions:
Special resolution passed by shareholders or consent of 75% members in terms of paid-up capital.
No pending liabilities or prosecutions.
📣 3. Notice Requirement:
Before striking off, the ROC will:
Issue a notice to the company and its directors,
Allow them to submit their representations within 30 days.
⚖️ 4. Effect of Dissolution:
The company is dissolved and ceases to exist as a legal entity.
However, the liabilities of directors, officers, and members continue as if the company had not been dissolved.
⚠️ 5. Exception – No striking off if:
The company has pending prosecutions,
Has not filed returns or financial statements,
Is listed or governed by special laws.
🧾 Example:
If XYZ Pvt. Ltd. has not done any business for 2 years and has not applied for dormant status, the ROC can initiate action under Section 248 and strike off its name after proper notice.
📌 Summary Table:
| Provision | Description |
|---|---|
| Who can initiate? | ROC or Company itself |
| Conditions | No business since incorporation / 2 years inactivity |
| Form for voluntary strike-off | Form STK-2 |
| Prior requirement | Special Resolution or 75% consent |
| ROC’s Notice Period | 30 days for response |
| Effect | Company dissolved, but liabilities survive |
RELATED Blog
0 comments