Do not abandon the company and assume the ROC record disappears. Section 248 provides a strike-off route in specified circumstances, section 249 restricts company applications in certain recent-activity situations, and section 455 creates dormant-company status for qualifying companies. A company with unresolved creditors or insolvency issues may need another route.
Choose based on facts, not frustration
| State | Direction | Fits when | Caution |
|---|---|---|---|
| Paused, may restart | Keep active/compliant | Short pause; customers/IP may return. | Compliance continues. |
| Future project / asset holding / inactive | Evaluate dormant status | Section 455 criteria may fit. | Dormant is formal, not ignoring filings. |
| No business, liabilities settled | Evaluate strike-off | Section 248/249 route fits. | Liabilities may still survive by law. |
| Cannot pay creditors / disputes | Formal insolvency/winding-up advice | Simple strike-off may be inappropriate. | Do not use closure to escape creditors. |
Closure has gates
Section 248 allows removal of a company name in specified situations and a company application after extinguishing liabilities, subject to the Act/rules. The Registrar must be satisfied provision is made for amounts due and liabilities.
Section 248 says specified liabilities of directors, managers, officers and members can continue and be enforced as if the company had not been dissolved.
Recent actions can block a company application
Name/state move in last three months
Specified recent name/state office changes restrict application.
Disposal of property for gain
Certain recent disposals can block the route.
Activity beyond closure work
Do not keep unrelated business running while applying.
Pending compromise/winding-up
Specified Tribunal/winding-up/IBC situations can restrict application.
Useful for a pause with a reason
Section 455 permits a company formed for a future project or to hold an asset/IP with no significant accounting transaction, or an inactive company, to apply for dormant status.
Close operations before the legal shell
Doing nothing is usually worst
Inactivity does not suspend obligations.
Outstanding refunds/taxes become harder.
Related-party/tax issues may arise.
Section 248 requires liabilities addressed.
The Act preserves specified liabilities.
It is a statutory regime.
Design the exit before the company becomes a compliance problem
Founders should understand shutdown paths when they incorporate, especially experimental startups.
Questions people ask before acting
No revenue — can I stop filing?
No. The company remains registered until it properly changes status or is dissolved.
When can company apply for strike-off?
Sections 248/249 and applicable rules control the route; liabilities and restrictions matter.
What is dormant status?
A formal section 455 status for qualifying future-project/asset-holding or inactive companies.
Does strike-off remove old liabilities?
No. Section 248 preserves specified liabilities.
What if company cannot pay creditors?
Get insolvency/winding-up advice; strike-off is not a shortcut around creditors.
Official sources used
Community discussions were used to find real founder questions. Legal and tax statements are anchored to official sources.
TargoLegal Research and Editorial Desk · 14 August 2026. Recheck live forms, notifications and rules before acting.
