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Closure of Private Limited Company

Closure of a Private Limited Company is a structured legal process that formally dissolves the business, helping directors and shareholders exit responsibly. This procedure protects you from future liabilities and regulatory complications—especially important for exporters and importers dealing with cross-border compliance.

What is Closure of a Private Limited Company?

Closure means officially ending the company’s legal existence. Whether your company is defunct, inactive, or you wish to stop operations, closure ensures you are no longer burdened by tax, filing, and compliance duties.

Key Topic Index

  • What is Closure of a Private Limited Company?
  • Step-by-Step Closure Process
  • Benefits for Exporters and Importers
  • How Make Merchant Can Help
  • Frequently Asked Questions (FAQs)
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Step-by-Step Closure Process

  1. Board Meeting and Resolution Directors convene a board meeting and pass a resolution to propose closure. At least 75% of shareholders’ consent is required.
  2. Settle Liabilities Pay off all outstanding dues, notify creditors, and obtain No Objection Certificates if necessary.
  3. Cancel Registrations Surrender GST, PAN, and other certificates. Close bank accounts linked to the business.
  4. Prepare Documents You’ll need:
    • Board and shareholder resolutions
    • Indemnity bond (Form STK-3)
    • Affidavit by directors (Form STK-4)
    • CA-certified statement of accounts (not older than 30 days)
    • Copy of the latest PAN, Certificate of Incorporation, and directors’ IDs.

  5. File Application (Form STK-2) with MCA Submit closure application and supporting documents online through the MCA portal.
  6. Public Notice by ROC Registrar will issue a public notice, allowing objections from stakeholders within 30 days.
  7. Final Dissolution and Certificate On clearance, the ROC issues a certificate of dissolution—formally ending the company’s existence.

Benefits for Exporters and Importers

  • No further compliance costs : You avoid ongoing filings, audits, and regulatory requirements.
  • Freedom from penalties : Proper closure means no risk of penalties due to neglected filings or government action.
  • GST benefits : Exporters can file Letter of Undertaking (LUT) to make exports without paying IGST, or claim IGST refunds if paid.
  • Reputation protection : A legal strike-off leaves a clean record in government databases—helpful for future ventures or international trade.
  • Effortless wind-down : Business closure lets you focus on new export/import endeavors without past headaches.

How Make Merchant Can Help

Make Merchant streamlines company closure by :


  • Handling documentation, board and shareholder meetings, and government filings on your behalf.
  • Ensuring all legal prerequisites (liabilities, registrations, filings) are addressed for a smooth process.
  • Liaising with regulators for you, minimizing errors and unnecessary delays.
  • Ongoing advice to exporters and importers on winding down regulatory obligations and safeguarding future opportunities.

Frequently Asked Questions (FAQs)

Yes, inactive companies are ideal candidates for closure via strike-off.

Fast track exit for defunct companies usually takes 2–3 months; more complex closures can take up to a year.

Board resolution, shareholders’ resolution, indemnity bond, director affidavits, CA statement of accounts, and approval/No Objection from creditors.

It eliminates ongoing compliance burdens and ensures you are free from potential future liabilities in India and overseas.

Expert guidance, document preparation, filing all forms, and communicating with relevant authorities—so your closure is stress-free and compliant. A formal closure lets you move forward confidently and maintains your professional reputation—backed by expert support at every step for global business.

When you want to launch your business, Make Merchant is where it's at!

Make Merchant provides professional assistance for name availability checks, drafting resolutions, conducting meetings, and managing all MCA filings, ensuring your name change process is smooth and compliant.

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We are a one-stop solution for businesses that wish to grow and move from local to global

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