Strike off NGO registered under Section 8

This query is : Resolved

Mehta and Co (Querist)
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20 January 2024 X NGO registered on 29.09.21 taken PAN , Paid up capital 1Lakh ( 2 Shareholders 50000 each) could not commence any business, having bank account opened on 11.07.22 deposited 1Lakh & withdrawn 1Lakh , balance 2100 on date. No activities of any charitable purpose was done , now what is the procedure 1. To continue as NGO and commence business, except PAN company could not file any ROC forms after registration or 2. Whether can we strike off the NGO what procedure is to be followed , or otherwise 3. Can another NGO which is running with all formalities of ROC, can this NGO be amalgamated, what is the procedure & cost?

CA R SEETHARAMAN

CA R SEETHARAMAN (Expert)
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21 January 2024 Apply for strike off the company before commencing activities.

Prithviraj V Mehta

Prithviraj V Mehta (Expert)
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23 January 2024 Directly we can apply or we have to file earlier AR Bs

Aashok Kumar Sharma online

Aashok Kumar Sharma online

(Expert)
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17 August 2025 If a Section 8 company (NGO) has remained dormant or non-functional since incorporation, it can indeed be struck off under the Companies Act, 2013, subject to compliance with specific legal procedures:
Why Strike-Off Is Possible
Under Section 248, ROC may strike off a company if:
It never commenced operations within one year of incorporation.
It remained inactive for two consecutive financial years and hasn’t been placed on the dormant register under Section 455.
Goyal Mangal & Company
CAIRR
Crucial Step: Conversion Before Closure
Unlike other companies, Section 8 companies must first be converted to a private or public company before initiating strike-off.
aracs.in
taxaj.com
Strike-off Process: Step-by-Step Guide
Board & Shareholder Resolutions
Pass Board resolution and a Special Resolution (75% majority) to convert the company and proceed with strike-off.
File Form MGT-14 within 30 days.
aracs.in
Corpbiz
Apply for Strike-off via ROC (Form STK-2)
Along with STK-2, submit:
Special resolution, certified MoA/AoA, financial statements, auditor-certified statements, indemnity bonds, and affidavits.
The ROC then publishes a notice in Form STK-6 (MCA website and newspapers).
Goyal Mangal & Company
csdiveshgoyal.com
No Objections → Gazette Notification
If no objections are received within 30 days, ROC strikes off the company and publishes a dissolution notice in the Official Gazette.
csdiveshgoyal.com
CAIRR
Post-Dissolution Implications
The company ceases to exist and its incorporation certificate is deemed canceled.
However, directors remain personally liable for outstanding obligations.
csdiveshgoyal.com
CAIRR
Restoration Window
Aggrieved persons can apply to NCLT for restoration within three years of the ROC order.
csdiveshgoyal.com
Summary Table
Step Action
1⃣ Convert Section 8 company to private/public: Board + Special Resolutions → File MGT-14
2⃣ Apply STK-2 with ROC, include required documentation and CA certificate
3⃣ ROC publishes notice (STK-6); await 30-day objection period
4⃣ If no objections, ROC issues STK-7 in Gazette → Company dissolved
5⃣ Liabilities persist – Directors are still responsible
6⃣ NCLT relief: Restoration possible within 3 years if valid grounds exist
Why This Method Works Well
Efficient: Faster and less costly than a formal winding-up.
Clean Exit: Formal removal of compliance obligations.
No Investigations: No punitive probe post-member agreement.

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