Dear Experts,
Need some guidance, I'm a bit lost with this.
We incorporated a private limited in May 2026, three of us, equal shares, all three directors. Authorised and paid up is 1 lakh. Things didn't work out between us within a couple of months and now all three of us want out.
Problem is we never even opened a bank account, so no subscripttion money has gone in and INC-20A is still not filed. That deadline is coming up in November. No business was ever done, no revenue, no employees, nothing on the books. We did take DPIIT startup recognition but that's about it.
What I'm trying to figure out is whether it's worth spending money to close this properly or just let it go.
My understanding is STK-2 can't be filed before one year, so May 2027 at the earliest. And I've read that the portal doesn't allow STK-2 if INC-20A is pending. If that's true then we'd have to open the account, put in 1 lakh, file INC-20A, do the FY26-27 audit and annual filings, and only then apply next year. That's around 33k each plus professional fees, for a company that never traded. Seems like a lot.
The other option is we all just resign now, file DIR-11 before November, and let ROC strike it off on its own since business was never commenced. Costs almost nothing. But I want to know what we're actually exposing ourselves to.
Specific doubts:
1. If all three of us resign before the 180 days are over, does the 10A(2) penalty still come on us? Nobody would be a director on the date of default. We are a small company so I understand it's halved.
2. Whoever resigns last won't get a DIR-12 filed since no director is left. Is his DIR-11 enough on its own?
3. Section 168(3) says promoters have to appoint directors if everyone resigns. All three of us are subscribers. Does anyone actually enforce this for a dead company with no creditors?
4. Any risk of 164(2) disqualification later? Company won't complete three years of non filing so I assume not, but want to confirm.
5. The unpaid subscripttion money, 33,333 each. Does that follow us after strike off under 248(7)? Can anyone actually recover it once the company is dissolved?
Also if someone can give a rough idea of professional fees for the full strike off route it would help me decide.
One more thing, I'm not sure if the first auditor was appointed within 30 days. Compliance was being handled by someone else. If ADT-1 was missed, how bad is it?
Thanks in advance.
CAclubindia
