Getting your company struck off the register is not the end of the road. If you are a director, shareholder, or stakeholder of a company that has been removed from the MCA records, there is a legal pathway to revive a struck off company and restore it to active status. The process requires filing a petition before the National Company Law Tribunal, commonly known as the NCLT.
The Registrar of Companies strikes off companies for various reasons, most commonly for non-filing of annual returns for two or more consecutive years. Once struck off, the company loses its legal identity, its bank accounts are frozen, and the directors face disqualification. However, the Companies Act, 2013 provides a clear framework for company restoration. This guide explains the entire process, from understanding why companies get struck off to the step-by-step NCLT restoration procedure.
Why Companies Get Struck Off in India
The ROC doesn't strike off companies without cause. Section 248 of the Companies Act, 2013 empowers the Registrar to remove a company from the register under specific circumstances. Understanding these reasons is the first step before you attempt to revive a struck off company.
The most frequent trigger is non-filing of financial statements or annual returns with the Registrar for two consecutive financial years. Many dormant or inactive companies fall into this category because the promoters assume that a non-operational entity requires no regulatory attention. That assumption proves costly.
Other grounds include failure to commence business within one year of incorporation, non-filing of Form INC-20A (declaration for commencement of business), or when the ROC has reasonable cause to believe the company is not carrying on any business. In each case, the ROC issues a notice to the company before striking it off, providing an opportunity to respond. Ignoring that notice accelerates the removal process.
Companies that fail to maintain proper ROC compliance are particularly vulnerable. Regular filing of annual returns, financial statements, and statutory forms is the most effective way to prevent a strike-off.
Consequences of Being Struck Off
A strike-off carries serious consequences for the company and its directors. Once the company's name is removed from the register, it ceases to exist as a legal entity. It cannot enter into contracts, operate bank accounts, hold property in its own name, or carry out any business activity.
For directors, the impact is particularly severe. Under Section 164(2) of the Companies Act, directors of struck-off companies are disqualified from being appointed as directors in any other company for a period of five years. Their Director Identification Number (DIN) gets deactivated, effectively freezing their ability to hold directorial positions across all entities.
The company's assets don't vanish upon being struck off, but they become dormant. Any property or assets held by the company at the time of strike-off vest in the government as bona vacantia. However, the liability of every director, officer, and member continues, and creditors retain the right to pursue claims against the company and its officers.
Legal Framework for Company Restoration
The Companies Act, 2013 provides two main routes for restoring a struck-off company, depending on who initiated the strike-off and who is seeking restoration.
Section 252: Restoration by NCLT Application
Section 252 allows the company, its members, creditors, or the workmen to file an application before the NCLT for restoration. This is the primary route used when the ROC has struck off the company suo motu under Section 248. The application must be filed within three years from the date of the strike-off order.
The NCLT evaluates whether the company was carrying on business at the time of strike-off or if the strike-off was unjustified. If satisfied, the Tribunal orders the restoration of the company to the register, and it is treated as though it was never struck off.
Section 248(6): Aggrieved Party Application
Under this provision, any person who feels aggrieved by the ROC's action of striking off a company can apply to the NCLT within three years. This route is particularly useful for creditors who had outstanding claims against the company at the time of its removal.
Step-by-Step NCLT Restoration Process
The process to revive a struck off company through the NCLT follows a structured sequence. Each step requires careful documentation and adherence to procedural requirements.
Step 1: File All Pending Returns
Before approaching the NCLT, the company must file all overdue annual returns and financial statements with the MCA. This includes pending Form AOC-4 (financial statements) and Form MGT-7 (annual return) for each defaulting year. Late filing fees and additional penalties apply, but clearing these dues is a prerequisite for restoration.
Step 2: Prepare the NCLT Petition
The petition is filed under Section 252 of the Companies Act, read with Rule 11.3 of the NCLT Rules. It must include the grounds for seeking restoration, details of the company's business activities, evidence that the company was operational or had a valid reason for non-compliance, and a commitment to future compliance.
Step 3: Submit Required Documents
The petition must be accompanied by the following documents.
- Certified copy of the ROC order striking off the company
- Copy of the company's Memorandum of Association and Articles of Association
- Audited financial statements for the period of default
- Affidavit from the directors stating the grounds for restoration
- No Objection Certificate from the Income Tax Department
- Proof of filing all pending annual returns and financial statements
- Board resolution authorizing the filing of the NCLT petition
Step 4: Serve Notice to the ROC
After filing, a copy of the petition must be served on the concerned Regional Director and the Registrar of Companies. The ROC is given an opportunity to file a reply or present its position before the Tribunal.
Step 5: NCLT Hearing and Order
The NCLT hears both sides and examines the merits of the case. If the Tribunal is satisfied that the company had genuine operations or that the strike-off was procedurally incorrect, it passes an order restoring the company. The restoration order is typically conditional, requiring the company to file all pending documents and pay applicable penalties within a specified timeframe.
Step 6: File the NCLT Order with ROC
Once the NCLT passes the restoration order, a certified copy must be filed with the ROC within 30 days. The ROC then restores the company's name on the register, reactivates the CIN, and updates the MCA records. The company regains its legal status as if it had never been struck off.
Documents Required for Company Revival
| Document | Purpose |
| ROC Strike-Off Order | Establishes the basis for the restoration petition |
| MOA and AOA | Confirms the company's constitutional documents |
| Audited Financial Statements | Demonstrates the company's financial position during the default period |
| Directors' Affidavit | Provides a sworn statement of facts supporting the restoration claim |
| Income Tax NOC | Confirms no outstanding tax liabilities or proceedings |
| Pending Annual Returns (AOC-4, MGT-7) | Proves compliance backlog has been cleared |
| Board Resolution | Authorizes the directors to file the NCLT petition |
| Proof of Business Operations | Supports the claim that the company was not genuinely inactive |
Timeline and Costs Involved
The entire NCLT restoration process typically takes between 3 to 6 months, depending on the complexity of the case, the NCLT bench's schedule, and the completeness of documentation. Some cases may take longer if the ROC contests the petition or if additional hearings are required.
Costs include NCLT filing fees, professional fees for the chartered accountant or company secretary handling the case, late filing penalties for overdue returns, and legal fees if an advocate represents the company before the Tribunal. For a private limited company, total costs generally range from Rs. 50,000 to Rs. 2,00,000 depending on the number of defaulting years and the nature of the case.
Directors who were disqualified as a result of the strike-off can apply for reactivation of their DIN after the company is restored. The appointment of director process resumes once the DIN is reactivated and the company is back on the register.
Post-Restoration Compliance
Restoring a company is only the beginning. The real challenge lies in maintaining compliance going forward. The NCLT's restoration order usually comes with conditions, and failing to meet them can result in another strike-off.
Immediately after restoration, the company must ensure that all statutory registers are updated, bank accounts are reactivated, and all government authorities, including the Income Tax Department and GST authorities, are informed about the company's active status. Directors must also verify that their DIN status has been updated on the MCA portal.
Going forward, the company must file annual returns (Form MGT-7) and financial statements (Form AOC-4) within the prescribed deadlines every year. Holding annual general meetings, maintaining proper books of accounts, and conducting board meetings at regular intervals are equally critical. If you need support with ongoing company closure or compliance-related decisions, professional guidance can help you stay on track.
Conclusion
The decision to revive a struck off company is a significant one that demands legal precision and regulatory diligence. While the NCLT restoration process is well-defined, it requires thorough preparation, from clearing all pending returns to gathering supporting documentation for the Tribunal. Missing deadlines or submitting incomplete petitions can delay the outcome by months.
If your company has been struck off and you're considering revival, start by assessing the grounds for strike-off, the number of defaulting years, and the current status of company assets. Work with a qualified CA or CS to file the NCLT petition and manage post-restoration compliance. Whether you need help with company registration for a new entity or restoration of an existing one, professional guidance ensures you stay compliant at every stage.
