[Opinion] Strike Off-CPACE (Center for Processing Accelerated Corporate Exit) as per New Rules
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- Last Updated on 25 April, 2023
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Tanvi Shah – [2023] 149 taxmann.com 356 (Article)
The Ministry of Corporate Affairs (MCA) vide its notification dated April 17, 2023 has notified new rules w.r.t Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2023 which shall come into force with effect from May 01, 2023 whereby all the applications for strike off the name of the company will be now made to Centre for processing Accelerated Corporate Exit (CPACE) in Form No. STK-2.
Further we have provided you with Comparison of the new rules vis-a-vis old rules for better understanding:
| Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 | Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2023 | Explanation & Views Expressed |
| 4. Application for removal of name of company: (1) An application for removal of name of the company under sub-section (2) of section 248 shall be made in [Form STK-2] along with the fee of ten thousand rupees.
Provided that the Company has filed the overdue returns, if any in form AOC-4, AOC-4 (XBRL) as the case may be and Form MGT-7/7A up to the end of the financial year in which the company ceased to carry its business operations;
Provided further that if the Company intends to file Form STK-2 after an action initiated by Registrar it shall ensure to file all the pending returns in Form AOC-4, AOC-XBRL and MGT-7/7A;
Provided further that, if notice in Form No. STK-7 has been issued by the Registrar pursuant to the action initiated under sub-section (1) of section 248, a company shall not be allowed to file an application in Form No. STK-2.
3. The application in 4[Form STK 2] shall be accompanied by –
(i) indemnity bond duly notarized by every director in Form STK 3;
(ii) a statement of accounts [in Form No. STK-8] containing assets and liabilities of the company made up to a day, not more than thirty days before the date of application and certified by a Chartered Accountant;
(iii) An affidavit in Form STK 4 by every director of the company;
(iv) a copy of the special resolution duly certified by each of the directors of the company or consent of seventy five per cent of the members of the company in terms of paid up share capital as on the date of application;
(v) a statement regarding pending litigations, if any, involving the company.
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4. Application for removal of name of company:
(1) An application for removal of name of company under section 248(2) shall be made to Registrar, Center for processing Accelerated Corporate Exit in Form No. STK-2 along with fee of Rupees 10,000.
In sub rule (3), clause (iv) as stated below has been omitted:
iv. a copy of the special resolution duly certified by each of the directors of the company or consent of seventy-five per cent of the members of the company in terms of paid-up share capital as on the date of application;
3A. The Registrar, Center for Processing Accelerated Corporate Exit established under sub-section (1) of 396, shall be the Registrar of Companies for the purpose of exercising functional jurisdiction of processing and disposal of applications made in Form no. STK-2 and all matters related thereto under section 248 having territorial jurisdiction all over India.
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Earlier the Applications for a Strike off were directed to ROC of concerned state in under which the Company is registered. Henceforth, all the applications for Strike off will be directed for examination to the Center and not to the respective ROC.
According to the amendment now the application in Form STK-2 shall not be accompanied by a copy of the special resolution duly certified by each of the directors of the company or consent of seventy-five per cent of the members of the company in terms of paid-up share capital as on the date of application.
Also, as per amendment new sub-rule 3A has been inserted whereby it is stated establishment of Registrar of Center for processing Accelerated Corporate Exit which has replaced Registrar of companies for processing and disposing applications for Strike off.
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