A Company seeking exit from Registrar of Companies is possible through normal operational of law. The provisions relating to Strike Off provide an opportunity to the defunct companies to get their names struck off from the records of the ROC.
Ø A company has failed to commence its business within one year of incorporation; or
Ø The company is not carrying out any business or Activity for preceding 2 financial years and has not made any application for status of Dormant Company under Section 455 of the Act.
A Company falling under any two of its above conditions can get their name struck-off from the records of ROC.
A Company shall by passing special resolution or with the consent of 75% of members in terms of paid-up capital can file an application to the registrar. And also the Registrar of Companies may use its suo-moto power to remove the names of defunct companies.
Categories of companies shall not be removed from the register of companies:-
- Section 8 Company
- Listed companies
- Companies that have been delisted due to non-compliance of listing regulations or listing agreement or any other statutory laws
- Vanishing companies
- Companies whose inspection or investigation is ordered and being carried out or actions on such order are yet to be taken up by court
- Companies against which any prosecution for an offence is pending in any court.
- Companies whose application for compounding is pending before the competent authority
- Companies, which have accepted public deposits which are either outstanding or the company is in default in repayment of the same
- Companies having charges which are pending for satisfaction.
Restriction on making Application
An application shall not be made if, at any time in the previous three months, the company has
- Changed its name or shifted its registered Office from one state to another
- Disposal for value of property or rights for the purpose of disposal for gain in the normal course of trading.
- Made an application for the sanctioning of a compromise or arrangement.
- Company being wound up under Chapter XX of this Act or under the Insolvency and Bankruptcy Code, 2016.