A Company incorporated under the provisions of Companies Act, 2013 or any other previous laws, can be removed from the Register of Companies by the Registrar of Companies.
A Company can be removed from the Register of Companies either suo moto by the Registrar or upon application by the Company itself.
Section 248(1) of the Companies Act, 2013 has given power to Registrar of Companies to remove name of company from Register of Companies and has prescribed Grounds of Removal of name of Companies from Register of Companies which are as follows:
- company has failed to commence its business within one year of its incorporation
- company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company
- the subscribers to the memorandum have not paid the subscription which they had undertaken to pay at the time of incorporation of a company and a declaration to this effect has not been filed within one hundred and eighty days of its incorporation under subsection (1) of section 10A
- company is not carrying on any business or operations, as revealed after the physical verification carried out under sub-section (9) of section 12
Further, under Section 248(2) of the Companies Act, 2013, a Company can make an application to Registrar for removal of its name under any of the above-mentioned grounds by passing a Special Resolution or consent of seventy-five per cent members in terms of paid-up share capital.
Further, in the case of a company regulated under a special Act, approval of the regulatory body constituted or established under that Act shall also be obtained and enclosed with the application.
Section 248(2) is not applicable to Section 8 Company i.e. a company incorporated with Charitable Objects.
Restrictions on Making Application Under Section 248 in Certain Situations:
A company cannot make an application under Section 248(2) if the company has in the previous three months–
- Changed its name or shifted its registered office from one State to another
- has made a disposal for value of property or rights held by it
- has engaged in any other activity except the one which is necessary or expedient for the purpose of making an application under that section, or deciding whether to do so or concluding the affairs of the company, or complying with any statutory requirement
- has made an application to the Tribunal for the sanctioning of a compromise or arrangement and the matter has not been finally concluded
- is being wound up under Chapter XX of this Act or under the Insolvency and Bankruptcy Code, 2016
Thus, these are the provisions related to Removal of name of Companies from Register of Companies by Registrar either suo moto or upon application by the Company itself.