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Section 8 Company Closure

  • Legal Dissolution: Provides a formal way to shut down a non-profit entity that is no longer active or viable.
  • Liability Protection: Protects directors and promoters from future legal actions or penalties arising from an abandoned entity.
  • Compliance Relief: Stops the continuous burden of filing annual returns (MGT-7 and AOC-4), which carry heavy daily penalties.
  • Professional Exit: Ensures the "Section 8 License" is surrendered in a compliant manner, preserving the professional reputation of the promoters.
  • Regulatory Cleanliness: Facilitates the legal surrender of 12A, 80G, and FCRA registrations, preventing future tax scrutiny.
  • Cost Savings: Eliminates the need for mandatory statutory audits and professional maintenance fees for an inactive NGO.
  • Asset Settlement: Provides a structured, legal mechanism to transfer remaining charitable assets to a similar organization.
  • Director Eligibility: Prevents the disqualification of directors under Section 164, allowing them to remain on boards of other companies or NGOs.

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Section 8 Company Closure

The Closure of a Section 8 Company (Strike-Off) is a highly regulated process governed by Section 248 of the Companies Act, 2013, read with Rule 21 & 22 of the Companies (Miscellaneous) Rules. The "trigger" occurs when the company has not commenced business within one year of incorporation or has remained inactive for the two immediately preceding financial years.
Unlike a standard Private Limited company, a Section 8 closure is more complex because it involves a "Charitable License." In the 2026 MCA V3 regulatory ecosystem, the company must first apply for the surrender of its Section 8 License to the Regional Director (RD). This is to ensure that the charitable status was not misused and that any remaining assets are handled as per the "Non-distribution of Profit" clause.
For the FY 2025–26 cycle, the primary filing is e-Form STK-2. However, before this, a Public Notice (INC-19) must be published in newspapers to invite objections. A critical
2026 requirement is the Audit Trail (Edit Log) verification; the company must show an unalterable digital log of the "final disposal of assets." Crucially, any remaining assets after paying off debts cannot be distributed to members; they must be transferred to another Section 8 company with similar objects or to the Insolvency and Liquidation Fund.

Document Required

Documents
  • 1 Permanent Account Number (PAN) Card of the Section 8 Company.
  • 2 Aadhaar Card of all the Directors.
  • 3 PAN Card of all the Directors.
  • 4 Statement of Accounts (Nil Assets/Liabilities) certified by a CA.
  • 5 Indemnity Bond (Form STK-3) signed by all directors.
  • 6 Affidavit (Form STK-4) confirming no pending litigations.
  • 7 Copy of the RD’s Order approving the surrender of the Section 8 License.
  • 8 Proof of Transfer of Assets to another similar Section 8 entity.
  • 9 Copy of Newspaper Advertisements (Form INC-19).

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Comparison

Step Name Short Description Authority
Asset Transfer Transferring remaining assets to another Section 8 company. Board of Directors
License Surrender Applying for the surrender of the Section 8 License (INC-18). Regional Director
Newspaper Notice Publishing a notice in Form INC-19 to invite public objections. Company
Special Resolution Shareholder approval with 75% majority for the closure. Shareholders

Filing Requirements

Form Name Trigger/Description Countdown Deadline
MGT-14 Filing the Special Resolution for the company's closure. 30 Days from EGM
STK-2 Application to the Registrar for striking off the company name. 30 Days from Stmt. of Accounts
IT/RD Clearance Obtaining No-Objection from Income Tax and the RD. During Processing

Penalty and Non-compliance Risk

Penalty and Non-compliance Risk

Rejection of STK-2 for failing to surrender the Section 8 License first
Rejection of STK-2 for failing to surrender the Section 8 License first
Recovery of tax exemptions (12A/80G) if assets are found to be mismanaged
Personal Liability of directors for any undistributed charitable funds
Disqualification of Directors for a period of 5 years
Monetary Penalties for providing false "Zero Liability" declarations
Investigation by the SFIO or ROC for violation of charitable objects
Suspension of the company’s ability to file any other MCA forms

FAQs

Can I take the remaining money after closing a Section 8 Company?

No, the law strictly prohibits members from taking any assets. They must be transferred to another NGO with similar objects.

What is the first step in Section 8 closure?
Is a newspaper advertisement mandatory?
How long does the closure process take?
What is Form STK-2?
Do I need an NOC from the Income Tax Department?
What is the "Audit Trail" requirement for 2026?
Can I close the company if I have pending CSR funds?
What is INC-18?
Do all directors need to sign the Indemnity Bond?

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