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Fastest Indian Subsidiary Windup Online by Expert CA/CSOnline by Qualified CA/CS
Hire our proficient CA/CS for the fastest and flawless JanSamarth registration!
- ✅ 10 Years+ experienced CA/CS
- ✅ 1 Lakh+ Satisfied Clients
- ✅ Guaranteed Quality Services
- ✅ ISO 9001:2015 Certified
- ✅ Challenging Low Cost Across India
- ✅ No Hidden Charges
Dissolving an Indian Subsidiary - Everything You Need to Know
If your Indian subsidiary is no longer active, properly dissolving it can help avoid penalties and unnecessary compliance obligations. A dissolved company is no longer required to file annual reports, maintain records, or hire financial professionals for audits. Closing your subsidiary at the right time ensures a smooth exit from regulatory duties.
To officially close a subsidiary, a request must be submitted to the Registrar of Companies (ROC) along with the necessary documentation. The process can be complex, leading to potential errors or delays. Seeking professional assistance can make the closure process straightforward and hassle-free.
Apply for Subsidiary Closure under Section 248
Under Section 248 of the Companies Act, a company can voluntarily request removal from the Register of Companies if certain conditions are met.
To proceed with dissolution, the company must meet the following conditions:
- ⭕ The company has not commenced business within one year of incorporation.
- ⭕ The company has been inactive for the past two financial years without applying for dormant status.
- ⭕ nIntial shareholders did not fulfill their capital commitment during incorporation.
- ⭕ The subsidiary has no pending liabilities or assets.
- ⭕ No legal disputes or litigations are pending against the directors.
- ⭕ All tax obligations, including income tax and GST, have been settled.
- ⭕ Directors are willing to sign an indemnity bond confirming responsibility for any unforeseen liabilities.
- ⭕ Shareholders have passed a special resolution approving the removal of the company's name from the register.
Dissolving an Indian Subsidiary - Everything You Need to Know
If your Indian subsidiary is no longer active, properly dissolving it helps avoid penalties and unnecessary compliance obligations. A dissolved company is no longer required to file annual reports, maintain records, or hire financial professionals for audits. Closing your subsidiary at the right time ensures a smooth exit from regulatory duties.
To officially close a subsidiary, a request must be submitted to the Registrar of Companies (ROC) along with the necessary documentation. The process can be complex, leading to potential errors or delays. Seeking professional assistance can make the closure process straightforward and hassle-free.
Apply for Subsidiary Closure under Section 248
Under Section 248 of the Companies Act, a company can voluntarily request removal from the Register of Companies if certain conditions are met.
To proceed with dissolution, the company must meet the following conditions:
- The company has not commenced business within one year of incorporation.
- The company has been inactive for the past two financial years without applying for dormant status.
- Initial shareholders did not fulfill their capital commitment during incorporation.
- The subsidiary has no pending liabilities or assets.
- No legal disputes or litigations are pending against the directors.
- All tax obligations, including income tax and GST, have been settled.
- Directors are willing to sign an indemnity bond confirming responsibility for any unforeseen liabilities.
- Shareholders have passed a special resolution approving the removal of the company's name from the register.
Steps to Close an Indian Subsidiary
If your company has met all the necessary conditions, you can proceed with the official closure process. The key steps are as follows:
🟣 Hold a Board Meeting
The board of directors must convene a meeting to pass a resolution approving the closure. A majority vote is required to proceed.
🟣 Shareholder Consent
Shareholders must approve the decision by passing a special resolution, outlining the reasons for the closure.
🟣 Settle Outstanding Dues
The subsidiary must clear all pending debts and liabilities. A No Objection Certificate (NOC) from creditors is required.
🟣 Obtain Regulatory Approvals
Permission from regulatory bodies, including tax authorities, is required. A tax clearance certificate must be obtained.
🟣 Liquidate Assets
If the company owns assets, they must be liquidated to settle any remaining financial obligations.
🟣 File for Strike Off
Once all formalities are completed, an application for strike-off must be submitted to the Registrar of Companies (RoC) along with supporting documents.
🟣 Final Approval from RoC
After reviewing the application, the RoC will publish a notice and, if no objections are raised, approve the closure of the subsidiary.
🟣 Closure Confirmation
Upon successful closure, a formal notice will be issued, confirming the company’s dissolution from official records.
Key Considerations Before Closure
Before proceeding with the closure, companies should consider the following aspects to avoid legal complications:
🟣 Tax Compliance
Ensure all tax returns are filed and any outstanding dues are cleared to avoid penalties.
🟣 Employee Settlements
All employee dues, including salaries and benefits, must be cleared before initiating the closure process.
🟣 Contractual Obligations
Review ongoing contracts and agreements to ensure there are no legal liabilities or pending disputes.
🟣 Bank Account Closure
Close all bank accounts associated with the subsidiary and obtain necessary confirmations.
Need Assistance with Company Closure?
Closing a subsidiary in India involves multiple legal and regulatory steps. SP Legal Consultants experts can help streamline the process and ensure compliance with all requirements.
Steps to Close an Indian Subsidiary
If your company has met all the necessary conditions, you can proceed with the official closure process. The key steps are as follows:
🟣 Hold a Board Meeting
The board of directors must convene a meeting to pass a resolution approving the closure. A majority vote is required to proceed.
🟣 Shareholder Consent
Shareholders must approve the decision by passing a special resolution, outlining the reasons for the closure.
🟣 Settle Outstanding Dues
The subsidiary must clear all pending debts and liabilities. A No Objection Certificate (NOC) from creditors is required.
🟣 Obtain Regulatory Approvals
Permission from regulatory bodies, including tax authorities, is required. A tax clearance certificate must be obtained.
🟣 Liquidate Assets
If the company owns assets, they must be liquidated to settle any remaining financial obligations.
🟣 File for Strike Off
Once all formalities are completed, an application for strike-off must be submitted to the Registrar of Companies (RoC) along with supporting documents.
🟣 Final Approval from RoC
After reviewing the application, the RoC will publish a notice and, if no objections are raised, approve the closure of the subsidiary.
🟣 Closure Confirmation
Upon successful closure, a formal notice will be issued, confirming the company’s dissolution from official records.
Key Considerations Before Closure
Before proceeding with the closure, companies should consider the following aspects to avoid legal complications:
🟣 Tax Compliance
Ensure all tax returns are filed and any outstanding dues are cleared to avoid penalties.
🟣 Employee Settlements
All employee dues, including salaries and benefits, must be cleared before initiating the closure process.
🟣 Contractual Obligations
Review ongoing contracts and agreements to ensure there are no legal liabilities or pending disputes.
🟣 Bank Account Closure
Close all bank accounts associated with the subsidiary and obtain necessary confirmations.
Need Assistance with Company Closure?
Closing a subsidiary in India involves multiple legal and regulatory steps. SP Legal Consultants experts can help streamline the process and ensure compliance with all requirements.
Documents Needed for Closing a Subsidiary Business
The following documents are mandatory for the official closure of an Indian subsidiary.
🟣 Indemnity Agreement
The STK-3 form must be submitted with a notarized indemnity bond signed by all directors.
🟣 Director’s Affidavit
A completed STK-4 form should be submitted, confirming no outstanding debts or liabilities.
🟣 Financial Statements
A recent statement of accounts, verified by a Chartered Accountant, showing zero liabilities.
🟣 Board Meeting Notice
An official notice declaring a board meeting to discuss the company's dissolution.
🟣 Copy of Special Resolution
The decision to close the subsidiary must be approved by at least 75% of the shareholders.
🟣 Litigation Status Report
Any pending legal cases must be addressed before the company is dissolved.
🟣 Regulatory NOC
A No Objection Certificate from the regulatory body overseeing the company is required.
🟣 Stock Market Delisting
If the subsidiary is publicly traded, its shares must be delisted before closure.
Documents Needed for Closing a Subsidiary Business
The following documents are mandatory for the official closure of an Indian subsidiary.
🟣 Indemnity Agreement
The STK-3 form must be submitted with a notarized indemnity bond signed by all directors.
🟣 Director’s Affidavit
A completed STK-4 form should be submitted, confirming no outstanding debts or liabilities.
🟣 Financial Statements
A recent statement of accounts, verified by a Chartered Accountant, showing zero liabilities.
🟣 Board Meeting Notice
An official notice declaring a board meeting to discuss the company's dissolution.
🟣 Copy of Special Resolution
The decision to close the subsidiary must be approved by at least 75% of the shareholders.
🟣 Litigation Status Report
Any pending legal cases must be addressed before the company is dissolved.
🟣 Regulatory NOC
A No Objection Certificate from the regulatory body overseeing the company is required.
🟣 Stock Market Delisting
If the subsidiary is publicly traded, its shares must be delisted before closure.
Steps to Officially Deregister an Indian Subsidiary
Once the required documents are submitted, the Registrar of Companies (ROC) will begin the deregistration process.
➡️ If all documents are in order, the ROC will issue a public notice announcing the closure of the subsidiary.
➡️ If no objections are raised within 20 working days, the deregistration process moves forward.
➡️ The entire procedure generally takes around 3 to 4 months to complete.
➡️ Finally, the ROC issues an official certificate confirming the closure of the subsidiary.
Steps to Officially Deregister an Indian Subsidiary
Once the required documents are submitted, the Registrar of Companies (ROC) will begin the deregistration process.
➡️ If all documents are in order, the ROC will issue a public notice announcing the closure of the subsidiary.
➡️ If no objections are raised within 20 working days, the deregistration process moves forward.
➡️ The entire procedure generally takes around 3 to 4 months to complete.
➡️ Finally, the ROC issues an official certificate confirming the closure of the subsidiary.
Documents Needed for Closing a Subsidiary Business
The following documents are mandatory for the official closure of an Indian subsidiary.
🟣 Indemnity Agreement
The STK-3 form must be submitted with a notarized indemnity bond signed by all directors.
🟣 Director’s Affidavit
A completed STK-4 form should be submitted, confirming no outstanding debts or liabilities.
🟣 Financial Statements
A recent statement of accounts, verified by a Chartered Accountant, showing zero liabilities.
🟣 Board Meeting Notice
An official notice declaring a board meeting to discuss the company's dissolution.
🟣 Copy of Special Resolution
The decision to close the subsidiary must be approved by at least 75% of the shareholders.
🟣 Litigation Status Report
Any pending legal cases must be addressed before the company is dissolved.
🟣 Regulatory NOC
A No Objection Certificate from the regulatory body overseeing the company is required.
🟣 Stock Market Delisting
If the subsidiary is publicly traded, its shares must be delisted before closure.
Steps to Officially Deregister an Indian Subsidiary
Once the required documents are submitted, the Registrar of Companies (ROC) will begin the deregistration process.
If all documents are in order, the ROC will issue a public notice announcing the closure of the subsidiary.
If no objections are raised within 20 working days, the deregistration process moves forward.
The entire procedure generally takes around 3 to 4 months to complete.
Finally, the ROC issues an official certificate confirming the closure of the subsidiary.
