MCA vide Notification No. S.O. 4167(E) dated December 26, 2016, has enforced the provisions of the following sections of the Companies Act, 2013 w.e.f 26.12.2016:-
|1.||Section 248||Power of Registrar to remove name of company from register of companies|
|2.||Section 249||Restrictions on making application under section 248 in certain situations|
|3.||Section 250||Effect of company notified as dissolved|
|4.||Section 251||Fraudulent application for removal of name|
|5.||Section 252||Appeal to Tribunal|
MCA notifies rules related to Removal of Names of Companies from the Register of Companies
MCA vide Notification No. G.S.R. 1174(E) dated December 26, 2016 has notified the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 under section 248 of the Companies Act, 2013.
Key highlights of the Rules are given below:-
- Removal of name of company from the register on suo-moto basis: ROC may remove the name of a company from the register of companies in terms of section 248(1) of the Companies Act, 2013. ROC shall give a notice in writing in Form STK-1 containing the reasons which shall be sent to all the directors of the company at the addresses available on record.
- Application for removal of name of company: An application for removal of name of the company under section 248(2) shall be made in Form STK-2 along with fee of five thousands rupees. The application in Form STK-2 shall be accompanied by:-
- indemnity bond duly notarized by every director in Form STK-3;
- a statement of accounts, not more than thirty days before the date of application and certified by a Chartered Accountant;
- an affidavit in Form STK-4 by every director of the company;
- a copy of the special resolution duly certified by each of the directors of the company;
- a statement regarding pending litigation, if any, involving the company.
- Manner of filing of application: Form STK-2 shall be signed by a director duly authorised by the Board in their behalf. However, the director concerned does not have a registered DSC, a physical copy of the form duly filled in shall be signed manually by the director duly authorised in that behalf and shall be attached with the Form STK 2 while uploading the form.
- Form to be certified: Form STK-2 shall be certified by a CA/CS/CMA in whole time practice.
- Manner of publication of notice: The notice under section 248(1) or (2) shall be in Form STK 5 or STK 6, as the case may be, and be-
- placed on the official website of MCA;
- published in the Official Gazette;
- published in English language in a leading English newspaper and at least once in vernacular language in a leading vernacular language newspaper, both having wide circulation in the State in which the registered office of the company is situated.
- Manner of notarization, appostilisation or consularization of indemnity bond and declaration in case of foreign nationals or NRI:- For the purposes of these rules, if the person is a foreign national or NRI, the indemnity bond, and declaration shall be notarized or apostiled or consularized.
- Notice of striking off and dissolution of company. - ROC shall cause a notice under section 248(5) of striking off the name of the company from the register of companies and its dissolution to be published in the Official Gazette in Form STK 7 and the same shall also be placed on the official website of MCA.
- Applications or forms pending before Central Government. – Any application or pending proceeding for striking off or Form-FTE filed with ROC prior to the commencement of these rules but not disposed of by such authority for want of any information or document shall, on its submission, to the satisfaction of the authority, be disposed of in accordance with the rules made under the Companies Act, 1956 (1 of 1956).
Clarification regarding availability of Form STK on MCA-21 portal
MCA while notifying the provisions and rules related to Removal of Name of Company from the Register of Companies, has vide General Circular No. 16/2016 dated December 26, 2016 clarified that form STK-2 is under the development process and will be available soon for downloading.