Strike-off ends ordinary operations, with limited residual purposes
Under sections 248(5) and 250 of the Companies Act, 2013, check the Registrar's Gazette notice and the date stated for dissolution. The company ceases to operate as a company and its certificate is deemed cancelled from that date, subject to the statutory purposes of realising amounts due to it and paying or discharging its liabilities or obligations. Filing STK-2 does not dissolve the company. For voluntary removal under section 248(2), the company must first extinguish all its liabilities; the residual provision in section 250 does not permit a voluntary applicant to bypass that requirement. Check the filing restrictions in section 249 as well.
Read the applicable text: Companies Act, 2013, sections 248, 250 and 252.
Preserve the asset and liability records
Section 248(6) addresses provision for realisation of amounts due and payment or discharge of obligations, including undertakings if necessary. The company’s assets remain available for payment or discharge of liabilities and obligations even after removal. Section 251 separately addresses fraudulent voluntary removal applications. Section 248(7) preserves liability, if any, of the persons described there as if the company had not been dissolved; it does not make every former officer or shareholder automatically liable for every debt. Section 248(8) preserves the Tribunal's winding-up power.
Separate residual acts from new business
Reconcile each post-dissolution receipt to a specific pre-existing claim, and each payment to a supported liability or obligation. Review authority, bank access, regulatory filings and any required order before acting. Do not infer that collection permission revives the company's ability to contract for fresh business, issue ordinary trading invoices or distribute assets without separate legal analysis. Review tax obligations, representation and portal procedure independently; this guide does not prescribe ITR fields or treat dissolution as a tax waiver.
Escalate a restoration question promptly
Section 252 provides distinct Tribunal routes. Under subsection (1), a person aggrieved by the Registrar’s order may appeal within three years from the order; the Tribunal may restore the name if removal was not justified by the grounds relied on. Subsection (3) lets the company, a member, creditor or workman apply before expiry of twenty years from publication of the notice in the Official Gazette. Restoration may be ordered if the company was carrying on business or in operation at strike-off or if restoration is otherwise just. Do not combine the dates, eligible applicants or grounds; verify the order and publication before calculating any deadline.
Use a closing and residual ledger
Keep the application, Gazette notice, pre-dissolution balances, receipts and settlements, authorisation evidence, guarantees and disputed items in one indexed file. Record where bank or portal constraints prevent action. A receipt against an old debtor does not create new trading turnover merely because cash arrived after dissolution; assess any accounting or tax consequences on the facts.
Six worked illustrations
All facts and amounts are fictional. Calculations illustrate the stated assumptions, not a predetermined legal outcome.
Illustrative example 1: Different application and Gazette dates
STK-2 is filed on 4 February and the Gazette notice establishes dissolution on 18 March in a non-leap year. The dates are 42 days apart; use 18 March for the assumed dissolution cut-off, rather than treating the filing date as final closure.
Illustrative example 2: Reconcile a collection
An evidenced pre-dissolution receivable is ₹2.80 lakh. An authorised post-dissolution recovery of ₹1.10 lakh leaves ₹1.70 lakh outstanding, before write-offs or other adjustments.
Illustrative example 3: Match residual payments
The balances of two supported obligations are ₹1.35 lakh and ₹0.65 lakh. Evidence shows settlements of ₹0.80 lakh and ₹0.50 lakh respectively. The remaining balances are ₹0.55 lakh and ₹0.15 lakh, total ₹0.70 lakh.
Illustrative example 4: Separate old and new receipts
The bank shows ₹1.55 lakh after dissolution: ₹1.20 lakh linked to an old invoice and ₹0.35 lakh with an unidentified reference. Allocate ₹1.20 lakh to the old debtor; investigate the ₹0.35 lakh rather than classifying it as another authorised recovery.
Illustrative example 5: Track distinct Tribunal date bases
Assume Registrar order on 5 May 2026 and publication on 12 May 2026. Their three-year and twenty-year anniversaries are 5 May 2029 and 12 May 2046 respectively. Check the relevant route, statutory wording and exact filing deadline before relying on either anniversary.
Illustrative example 6: Do not assume a closing deficiency extinguishes liability
Available cash is ₹0.90 lakh and supported obligations total ₹1.40 lakh. The cash deficit is ₹0.50 lakh. Review other assets, undertakings and legal responsibility rather than writing off the unpaid obligations.
Ten-step verification table
| Step | Action | Evidence |
|---|---|---|
| 1 | Obtain the actual Gazette notice | Published notice and effective date |
| 2 | Separate the application and order dates | STK-2 acknowledgement and Registrar record |
| 3 | Fix the ordinary operations cut-off | Dissolution date in the closing working |
| 4 | Identify amounts still due to the company | Debtor ledger and enforceable claims |
| 5 | List remaining obligations | Creditor and statutory evidence |
| 6 | Verify authority for each residual action | Bank, legal or Tribunal documentation |
| 7 | Trace receipts to original claims | Remittance and debtor reconciliation |
| 8 | Trace payments to original obligations | Settlements and creditor confirmations |
| 9 | Assess disputed acts and restoration | Section 252 applicant, grounds and clock |
| 10 | Preserve residual records | Closing ledger and unresolved-item register |
Sixteen practitioner FAQs
1. Does filing STK-2 dissolve the company immediately?
No. Check the Gazette notice and statutory dissolution date.
2. What does section 250 preserve?
Limited purposes of realising amounts due and paying or discharging liabilities or obligations.
3. Can fresh trading continue normally?
Do not infer this from section 250; normal company operation has ceased.
4. Does the company's bank balance become free for distribution?
No. Review surviving obligations, authority and the applicable distribution law.
5. Can a supported old receivable still be realised?
Section 250 preserves that purpose, subject to lawful implementation and authority.
6. Is each director personally liable for all debts?
No. Section 248(7) preserves liability, if any; establish the applicable basis.
7. Can a creditor enforce a surviving obligation?
Evaluate the obligation, available assets, appropriate party and procedure.
8. Does the closure end the Tribunal's winding-up power?
Section 248(8) preserves it.
9. Does a bank's technical acceptance decide authority?
No. Check the legal and procedural basis independently.
10. Does company dissolution waive all taxes or filings?
No automatic waiver should be inferred; assess tax law and procedure separately.
11. What if a receivable is disputed?
Preserve the claim and assess authority, enforceability and possible restoration.
12. Which date starts the section 252(1) appeal clock?
The date of the Registrar's order under that provision.
13. What date does section 252(3) refer to?
Publication of the notice in the Official Gazette.
14. Can any former service provider use the twenty-year route?
Check whether the applicant belongs to the statutory categories and can establish the required grounds.
15. What if funds are received from a new transaction?
Investigate the source and capacity before treating the receipt as authorised residual business.
16. What is the main control after closure?
A residual ledger linking each act to a permitted purpose and its underlying claim or obligation.