Section 248 of Companies Act 2013: Power to Remove Name of Company from Register
Section 248 of the Companies Act, 2013 governs removal, commonly called "strike off", of a company's name from the register of companies. It covers both action initiated by the Registrar of Companies and a voluntary application by an eligible company after its liabilities have been extinguished.
Updated: 17 September 2026
What does Section 248 mean?
Section 248 is in Chapter XVIII of the Companies Act, 2013, titled "Removal of Names of Companies from the Register of Companies". It authorises the Registrar to start removal proceedings when statutory grounds exist and also permits a company, subject to the Act and the prescribed rules, to apply for removal of its own name.
Section 248(1): Grounds for Registrar initiated strike off
The Registrar may initiate action where there is reasonable cause to believe that any applicable ground in Section 248(1) exists. The present grounds include:
- Failure to commence business: the company has failed to commence its business within one year of incorporation.
- Two years of inactivity: the company has not carried on any business or operation for two immediately preceding financial years and has not applied during that period for dormant company status under Section 455.
- Subscription and Section 10A declaration: subscribers to the memorandum have not paid the subscription undertaken at incorporation and the required declaration has not been filed within 180 days under Section 10A(1).
- Physical verification: the company is found not to be carrying on business or operations after physical verification under Section 12(9).
The Registrar must send notice to the company and all its directors stating the intention to remove the company's name and calling for representations with relevant documents, if any, within 30 days from the date of notice.
Section 248(2): Voluntary application by a company
A company may apply for removal of its name after extinguishing all liabilities. The application must be authorised by a special resolution or by consent of 75 per cent of members in terms of paid-up share capital and must be made in the prescribed manner on one or more grounds specified in Section 248(1).
If the company is regulated under a special Act, approval of the regulatory body constituted or established under that Act must also be obtained and enclosed with the application. Under Section 248(3), the voluntary route in sub-section (2) does not apply to a company registered under Section 8.
Annual filing condition before voluntary strike off
Under the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, as amended in 2023, a company cannot file the voluntary strike-off application unless it has filed overdue financial statements under Section 137 and overdue annual returns under Section 92 up to the end of the financial year in which it ceased business operations. Where the Registrar has already initiated action under Section 248(1), all pending financial statements and annual returns must be filed before the company applies. Once the Registrar has issued the Section 248(5) notice for publication pursuant to that action, the company cannot use that voluntary application route.
Sections 248(4) and 248(5): Public notice and dissolution
A notice under Section 248(1) or Section 248(2) is required to be published in the prescribed manner and in the Official Gazette for information of the general public. At the end of the notice period, if sufficient cause to the contrary is not shown, the Registrar may strike the company's name from the register.
The Registrar then publishes notice of the strike off in the Official Gazette. On publication of that notice under Section 248(5), the company stands dissolved.
Sections 248(6) to 248(8): Assets, liabilities and winding up
Section 248(6): Before making the strike-off order, the Registrar must be satisfied that sufficient provision has been made for realisation of amounts due to the company and payment or discharge of its liabilities and obligations within a reasonable time. Necessary undertakings may be obtained from persons in charge of management. Company assets remain available for discharge of liabilities even after removal of the name.
Section 248(7): Liability of every director, manager or other officer exercising management powers, and of every member of the dissolved company, continues and may be enforced as if the company had not been dissolved.
Section 248(8): Section 248 does not affect the Tribunal's power to wind up a company whose name has been struck off the register.
Current STK-2 and C-PACE procedure
For a voluntary application under Section 248(2), the prescribed webform is Form STK-2. The Ministry of Corporate Affairs states that STK-2 is used for an application to the Centre for Processing Accelerated Corporate Exit (C-PACE) for closure and removal of a company's name from the register. The application is governed by Section 248(2) read with Rule 4(1) of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.
Before filing, the company should verify eligibility under Section 248, the restrictions under Section 249, current filing requirements, outstanding liabilities and the latest MCA instructions applicable to STK-2.
Related provisions and remedies
- Section 249: places restrictions on making a voluntary application under Section 248 in specified situations.
- Section 250: deals with the effect of a company being notified as dissolved, subject to the statutory exceptions.
- Section 251: addresses fraudulent applications for removal of a company's name.
- Section 252: provides statutory remedies before the National Company Law Tribunal in relation to a company whose name has been struck off, subject to the conditions and limitation periods stated in that section.