Introduction

Every company registered under the Companies Act, 2013 carries ongoing company secretarial obligations, separate from its day-to-day business or tax affairs. These obligations include maintaining statutory registers, recording board and shareholder decisions, and filing periodic returns with the Ministry of Corporate Affairs (MCA). Where a company is no longer operating, the law also provides a route — strike-off, sometimes called closure — to formally remove it from the register of companies. This page sets out, at a general level, what company secretarial work typically covers, how it differs from closure, and the broad shape of the strike-off process. It is not a substitute for reviewing current MCA rules or seeking advice specific to a company’s facts.

What Company Secretarial Services Cover

Company secretarial services generally address the administrative and governance side of running a company, as distinct from accounting or tax compliance. In broad terms, this work covers four areas: recurring statutory and governance responsibilities, maintenance of registers and records, documentation of board and shareholder decisions, and event-based filings triggered by specific changes in the company.

The precise scope varies with the type of company (private limited, public, one person company, Section 8, and so on) and its size. Smaller private companies are generally subject to a lighter compliance load than listed or larger companies, though the core governance obligations under the Companies Act, 2013 apply broadly across company types.

Recurring Statutory and Governance Responsibilities

Annual Compliance

Annual compliance typically includes holding the Annual General Meeting (for companies required to do so), preparing and adopting financial statements, and filing annual returns and financial statements with the Registrar of Companies. These are recurring obligations that arise each financial year regardless of whether the company is actively trading.

Board Governance

Companies are generally required to hold board meetings at intervals prescribed under the Companies Act, 2013, and to record the proceedings through minutes. Directors’ disclosures of interest, declarations regarding disqualification, and periodic KYC filings for directors are also part of this recurring cycle.

Statutory Auditor and Other Appointments

Appointment, reappointment or resignation of statutory auditors, and certain other appointments depending on company size and type, typically require intimation to the Registrar within prescribed timelines, along with supporting board or shareholder resolutions.

Statutory Registers and Records

Companies are generally required to maintain a set of statutory registers at the registered office, reflecting the company’s membership, management and transactions. These records form the backbone of company secretarial compliance and are typically examined during inspections, due diligence, or at the time of closure.

• Register of members and, where applicable, register of debenture holders
• Register of directors and key managerial personnel
• Register of charges, where the company has created any charge over its assets
• Register of contracts or arrangements in which directors are interested
• Minutes books for board meetings and general meetings

The exact set of registers required, and the prescribed format, should be confirmed against the current Companies Act, 2013 and the applicable rules, as requirements can differ by company type and have been amended over time.

Board and Shareholder Documentation

Decisions taken by the board of directors or by shareholders are generally required to be documented through resolutions, recorded in minutes, and in some cases filed with the Registrar. This documentation serves both as a legal record of authority for specific actions and as evidence of compliance with internal governance requirements.

Board Resolutions

Board resolutions are typically used to authorise matters reserved for board approval, such as approval of financial statements, appointment of officers, or approval of certain contracts. Certain board resolutions are required to be filed with the Registrar in the prescribed form.

Shareholder Resolutions

Certain matters, such as alteration of the memorandum or articles of association, specified related-party transactions, or voluntary strike-off itself, generally require approval by shareholders through ordinary or special resolution, depending on the matter.

Event-Based Filings

In addition to recurring annual compliance, certain changes in a company’s structure or circumstances trigger event-based filings with the Registrar, generally within a prescribed period of the event occurring. Common examples include:

• Appointment, resignation or removal of a director
• Change in registered office address
• Allotment of shares or change in authorised or paid-up share capital
• Creation, modification or satisfaction of a charge on company assets
• Amendment of the memorandum or articles of association

Each of these events generally has its own prescribed form and filing window under MCA rules. Current requirements should always be verified before a filing is made, as forms and timelines are periodically revised.

Compliance Calendars

Many companies maintain an internal compliance calendar to track recurring and event-based obligations across the financial year. A calendar of this kind typically distinguishes between fixed annual filings, periodic board and general meeting requirements, and ad hoc obligations that arise only when a triggering event occurs. Because due dates and form numbers are set by MCA rules and can change, a compliance calendar should be treated as an internal planning tool and cross-checked against the current law rather than relied upon as a definitive source of deadlines.

Ongoing Compliance Versus Closure or Strike-Off

Ongoing company secretarial compliance assumes the company continues to exist and operate, however minimally. Closure, by contrast, is the process of formally ending the company’s existence as a registered entity. The two are often confused because a company that has stopped operating but has not been formally closed continues to accrue compliance obligations and potential penalties, even without business activity.

Strike-off under Section 248 of the Companies Act, 2013 is one route to closure, generally used where a company has not commenced business or has not been carrying on any business or operation for a specified period. Other routes, such as voluntary liquidation or amalgamation, apply in different circumstances and are not covered in detail here. Which route is appropriate depends on the company’s financial position, outstanding liabilities, and specific facts, and should be assessed case by case.

Process for Voluntary Strike-Off: General Stages

The following describes, at a general level, the broad stages commonly associated with a voluntary strike-off application. It is not a step-by-step procedural guide, and specific documentation, board or shareholder approvals, and filing requirements should be confirmed against current MCA rules before proceeding.

1. Internal review of the company’s eligibility, including its operational history, assets, liabilities and any pending proceedings.
2. Settlement or closure of outstanding liabilities, and closure of bank accounts, where applicable.
3. Board approval of the decision to apply for strike-off, followed by shareholder approval by special resolution or consent of a specified majority, as applicable.
4. Preparation of supporting documents, including a statement of accounts reflecting the company’s affairs as of a recent date, and an indemnity bond and affidavit from directors.
5. Filing of the prescribed strike-off application with the Registrar of Companies, along with the required attachments and fees.
6. Processing by the Registrar, which may include a public notice period inviting objections before the company is formally struck off and dissolved.

Eligibility and Prerequisites for Voluntary Strike-Off

Eligibility for voluntary strike-off is generally assessed against conditions such as the following, though the applicable criteria should always be checked against the current provisions of the Companies Act, 2013 and related rules:

• The company has not commenced business, or has not carried on any business or operation for the period specified under the applicable rules.
• The company has no outstanding liabilities, or any liabilities have been settled or otherwise addressed before the application.
• The company is not involved in any pending litigation, prosecution, or investigation that would prevent strike-off.
• The company is not listed, and does not hold or manage assets of a kind that is excluded from the strike-off route under the applicable rules.
• All overdue statutory filings, where required as a precondition, have been brought up to date, or the position has otherwise been regularised.

Certain categories of company, such as those holding deposits, those with outstanding public dues, or those under specific regulatory supervision, are generally excluded from applying for strike-off and may need to pursue a different closure route.

Key Forms and Records

The table below lists, at a general level, the kinds of forms and supporting records commonly associated with company secretarial compliance and strike-off. Form numbers and prescribed formats are set by MCA and are subject to change, so current forms should be confirmed before filing.

A Neutral Comparison of Closure Routes

At a high level, companies seeking to close generally consider one of a small number of routes, each suited to different circumstances. The comparison below is indicative only and does not cover every scenario or precondition.

Common Risks and Practical Considerations

• Overdue annual filings can prevent a strike-off application from being accepted until the position is regularised.
• Directors and the company may remain liable for undisclosed liabilities even after strike-off, and the Registrar retains power to restore a struck-off company in certain circumstances.
• Outstanding statutory dues, such as tax or employee-related dues, should generally be addressed before closure is pursued, as unresolved dues can affect eligibility or lead to later complications.
• Registers and minute books should be kept current throughout the company’s life, since gaps in records can complicate both ongoing compliance and a later closure application.
• Where a company has assets, contracts, or litigation, strike-off may not be the appropriate route, and professional advice should be sought on an alternative closure process.