Run three independent checks before submission
For an eligible voluntary removal under Companies Act section 248(2), use a certified STK-8 statement made up to a date no more than 30 days before the actual STK-2 application. Separately verify that the company has extinguished all liabilities, and clear the annual filing requirement under rule 4(1). A dated and certified statement does not complete those two checks.
Read the applicable text: India Code: Companies Act sections 248 and 249 ICSI statutory text: Removal of Names Rules, rule 4 MCA Gazette notification inserting Form STK-8 MCA STK-2 instruction kit.
Prepare a fresh statement from the closing trial balance
Tie the company name, CIN and statement date to the application. Reconcile sources of funds and application of funds, including capital, reserves, secured and unsecured borrowings, fixed assets, investments, current assets and outstanding liabilities. Include the item breakdowns called for by the form. Retain ledgers and evidence for the chartered accountant in whole-time practice, and obtain the directors’ signatures and, where the company has them, the managing director’s and secretary’s signatures shown in STK-8. Keep the chartered accountant’s membership and certificate of practice details with the signed statement.
Clear the underlying obligations
Test statutory ledgers, employee dues, customer deposits, loan balances, disputed items and bank charges. Obtain evidence of payment, valid release or other extinguishment. Cash available to pay a creditor is not clearance. Distinguish an omitted obligation from a true zero balance; correct the books and reassess eligibility where needed.
Build the annual filing matrix
In the ordinary voluntary route, rule 4(1) requires overdue financial statements under section 137 and overdue annual returns under section 92 through the financial year of cessation. After the Registrar initiates section 248(1) action, the rule requires all pending financial statements and annual returns before any still-permitted voluntary filing. Once the section 248(5) notice is issued for publication under that Registrar action, the company cannot file under rule 4(1). Verify the proceeding and the due dates for the actual company.
Test the route and refresh the evidence
Document an eligible ground under section 248(1) and pass a special resolution or obtain consent of members representing 75% of paid-up share capital under section 248(2). Submit the application to the Registrar, Centre for Processing Accelerated Corporate Exit (C-PACE). Check the restrictions relevant to the company, including the restrictions in section 249 for the preceding three months and regulatory consent where required. The statement date does not replace those eligibility checks. If the filing slips, recompute the age of the statement and refresh the numbers and certification as needed. Keep the filed form and follow the Registrar’s process for the outcome.
Six worked illustrations
All facts and amounts are fictional. Calculations illustrate the stated assumptions, not a predetermined legal outcome.
Illustrative example 1: Exactly 30 days
An STK-8 statement made up to 6 October 2026 is 30 days old on a 5 November 2026 application. The age meets the stated limit, subject to the other requirements.
Illustrative example 2: One day too old
A statement made up to 5 October 2026 is 31 days old on 5 November. Obtain an updated statement and certification.
Illustrative example 3: A filing delay changes the test
A 10 October 2026 statement is 28 days old for a planned 7 November filing. Actual filing on 12 November gives 33 days; refresh the package.
Illustrative example 4: Cash does not discharge a creditor
A company has ₹80,000 in bank and owes a supplier ₹25,000. Its net current assets are ₹55,000 before payment, yet ₹25,000 remains outstanding. On full payment, the bank balance falls to ₹55,000 and that payable becomes nil.
Illustrative example 5: Omitted statutory dues
The trial balance shows a ₹12,000 statutory payable. A ledger-to-payment reconciliation identifies another unpaid ₹8,000. The total to resolve is ₹20,000, even if the first STK-8 draft showed only ₹12,000.
Illustrative example 6: Annual filing population
Assume a company ceased in FY 2024–25 and its only overdue filings through cessation are one financial statement and one annual return for each of FY 2023–24 and 2024–25. That is four filings to clear on these facts; STK-8 does not satisfy any of them.
Ten-step verification table
| Step | Action | Evidence |
|---|---|---|
| 1 | Verify ground, company status and restrictions | Board papers, cessation evidence and section 249 review. |
| 2 | Identify any Registrar action | Portal record and notices, including publication status. |
| 3 | Determine annual filing population | Year-by-year section 137 and section 92 tracker. |
| 4 | Check filings already made | Acknowledgements linked to the applicable financial years. |
| 5 | Document member authorisation | Special resolution or valid evidence of member consent. |
| 6 | Reconcile liability accounts | Ledgers, third-party confirmations and statutory account statements. |
| 7 | Verify extinguishment | Bank proof, releases or legally effective settlement evidence. |
| 8 | Prepare STK-8 and reconcile its breakdown | Cut-off trial balance and the final statement. |
| 9 | Obtain signatures and certification | Signed statement and chartered accountant credentials. |
| 10 | Recheck dates on submission and retain acknowledgement | Actual filing date, attached statement and receipt. |
Sixteen practitioner FAQs
1. Is STK-8 the annual financial statement?
No. It serves the strike-off application under rule 4(3)(ii).
2. Which date starts the 30-day test?
The statement’s as-of date.
3. Can a new signature alone cure an old as-of date?
No. Update the statement to a qualifying date.
4. Does a positive bank balance cancel liabilities?
No. Prove each liability has been extinguished.
5. Should a director loan be omitted if the director also owns the shares?
No. Verify the amount and any effective repayment or release.
6. Does a closed bank account prove nil obligations?
No. Check external and statutory liabilities separately.
7. Can a disputed item be deleted from the reconciliation?
No. Resolve the legal and accounting status before certifying eligibility.
8. Which financial year anchors the ordinary annual filing gate?
The financial year in which business operations ceased.
9. Does STK-8 replace overdue annual returns?
No.
10. What happens if Registrar action has started?
Apply the separate all-pending-filings requirement and confirm the voluntary route is still open.
11. Can the company file STK-2 after the specified publication notice?
Rule 4(1) bars that switch once the section 248(5) notice is issued for publication under that route.
12. Can management certify STK-8 in place of a chartered accountant?
No. STK-8 requires certification by a chartered accountant in whole-time practice in addition to the applicable company signatures.
13. Are the annual audit requirements decided by the STK-8 date?
No. Assess the company’s separate statutory obligations for the relevant periods.
14. What if the company is regulated?
Check rule 4(2) for a required no-objection certificate and review other restrictions.
15. Does an STK-2 acknowledgement establish dissolution?
No. Track the statutory removal and publication process.
16. What supports a clean handover?
A dated trial balance, liabilities clearance file, annual return tracker and filed application pack.
Official sources
India Code: Companies Act sections 248 and 249 ICSI statutory text: Removal of Names Rules, rule 4 MCA Gazette notification inserting Form STK-8 MCA STK-2 instruction kit