Thousands of Indian companies have been struck off the register by the Registrar of Companies, usually for not filing annual returns and financial statements for two or more years. Many owners only find out when something goes wrong: a bank freezes the account, a property sale fails at the registry, a tax refund cannot be paid, or a customer refuses to deal with a company marked "strike off" on the MCA portal. Once struck off, the company is dissolved, and it cannot hold property, sue or be sued in the ordinary way.
The good news is that restoration is often possible. Section 252 of the Companies Act, 2013 allows the NCLT to restore a struck-off company to the register. This guide explains who can apply, the time limits, the evidence needed, the steps from filing to the updated MCA record, and what happens afterwards. It is written for owners, directors, creditors and anyone with an interest in a struck-off company.
हिंदी में सारांश
अगर ROC ने कंपनी का नाम रजिसà¥à¤Ÿà¤° से हटा दिया है (सà¥à¤Ÿà¥à¤°à¤¾à¤‡à¤• ऑफ), तो कंपनी अधिनियम की धारा 252 के तहत NCLT से उसे बहाल करवाया जा सकता है। ROC के आदेश के खिलाफ अपील 3 साल में होती है, जबकि कंपनी, सदसà¥à¤¯, लेनदार या करà¥à¤®à¤šà¤¾à¤°à¥€ 20 साल तक आवेदन कर सकते हैं। आपको दिखाना होगा कि कंपनी कारोबार कर रही थी या चल रही थी, या बहाली उचित है। आदेश के बाद 30 दिनों में INC-28 में ROC के पास आदेश की पà¥à¤°à¤¤à¤¿ दाखिल करनी होती है।
Restoration in brief
Two routes
An appeal against the ROC's order within 3 years, or an application by the company, a member, a creditor or a workman within 20 years.
What you must show
That the company was carrying on business or in operation when struck off, or that restoration is otherwise just.
The ROC is heard
The ROC files a report and usually asks for pending filings and costs.
Conditions are common
The NCLT usually directs that all overdue returns be filed within a set time, with fees and costs.
File the order with the ROC
A certified copy is filed in Form INC-28 within 30 days, and the MCA record is updated.
Directors' issues may remain
Directors disqualified because of the defaults may need separate steps to clear their status.
Why companies are struck off
Under Section 248, the ROC can strike off a company if it has not started business within a year of incorporation, or has not carried on any business or operation for two immediately preceding financial years and has not applied for dormant status. In practice, the ROC uses non-filing of annual returns and financial statements as evidence of inactivity, issues a notice in Form STK-1, publishes a public notice in STK-5, and then strikes the company off with a notice in STK-7. A company can also apply to be struck off itself in Form STK-2.
Large drives over the past decade struck off lakhs of companies, many of which still had bank accounts, property or ongoing business. The directors of such companies may also have been disqualified under Section 164(2) for non-filing, which prevents them from being directors of other companies. Restoration is often the first step in sorting out both problems.
Who can apply, and when
There are two routes. Under Section 252(1), a person aggrieved by the ROC's order of strike-off can appeal to the NCLT within three years of the order. The NCLT can restore the company if it finds the strike-off was not justified.
Under Section 252(3), the company, a member, a creditor or a workman can apply within twenty years of the publication of the strike-off notice, if they feel aggrieved. The NCLT can restore the company if satisfied that it was carrying on business or in operation at the time it was struck off, or that it is otherwise just that the company be restored.
Evidence of business or operation is the heart of the application: bank statements showing transactions, GST returns, income tax returns, invoices, rent agreements, salary records, title deeds of property held, and correspondence. For a creditor applying to restore a company so that it can recover a debt, the decree, invoices or other proof of the claim is needed.
How to restore a struck-off company
Collect the strike-off record
Download the company's master data and the STK-5 and STK-7 notices from the MCA portal, and note the dates.
Gather evidence of business or assets
Bank statements, tax returns, invoices, title deeds, rent agreements and any proof that the company was operating or held assets.
Prepare pending filings
Prepare the overdue annual returns and financial statements, so that they can be filed promptly once restored.
File before the NCLT
File the appeal or application before the NCLT bench for the company's registered office, with notice to the ROC and others as required.
Respond to the ROC's report
The ROC files a report, often with conditions. Address any objections and agree to file pending documents and pay costs.
File the order with the ROC
After the order, file a certified copy in Form INC-28 within 30 days, then file the overdue returns within the time set by the NCLT.
Who can apply and the time limits
| Applicant | Route | Time limit |
|---|---|---|
| Company, director or member aggrieved by the ROC's order | Appeal under Section 252(1) | 3 years from the order |
| Company, member, creditor or workman | Application under Section 252(3) | 20 years from publication of the strike-off notice |
| Creditor wanting to recover from the company | Application under Section 252(3) | 20 years |
| Company that applied for strike-off itself (STK-2) | Usually Section 252(3), on showing it is just | 20 years |
After restoration
Restoration puts the company back on the register as if it had never been struck off, subject to the NCLT's conditions. The company must then file all overdue returns within the time allowed, paying additional fees. Some defaults may attract penalties or need compounding. Banks usually need the NCLT order and the updated MCA master data before unfreezing accounts.
Directors disqualified under Section 164(2) because of the company's defaults do not automatically regain their status. Once the company is compliant, they may need to approach the ROC or the relevant authority, depending on the circumstances, to have the disqualification lifted. If the company has no further use after restoration, for example once a property sale or refund is completed, it can be closed properly through strike-off on its own application or voluntary liquidation. For help with an application, see restoring a struck-off company.
A company with a pending refund
Here's a made-up example. A Delhi consulting company was struck off by the ROC in a drive against non-filing companies. It had an income tax refund of Rs 18 lakh pending, which the department could not issue to a dissolved company. The directors applied under Section 252(3) before NCLT New Delhi, with the refund order, bank statements showing receipts from clients in the relevant years, and GST returns. The ROC did not oppose restoration but asked for all overdue returns and costs. The NCLT restored the company on those conditions, the INC-28 was filed, the returns were filed, and the refund was paid.
A creditor restores a debtor
Here's a second made-up example. A supplier held a decree against a Kanpur company for Rs 25 lakh. When it tried to execute the decree against the company's land, it found the company had been struck off. The supplier, as a creditor, applied under Section 252(3) before NCLT Allahabad, attaching the decree and the title records. The NCLT restored the company for the purpose of allowing the creditor to recover, and the supplier executed the decree.
Evidence that helps an application
- Bank statements showing transactions in the years before strike-off
- Income tax and GST returns filed for those years
- Invoices, contracts and purchase orders
- Title deeds or lease agreements for property held
- Salary records or EPF filings for employees
- Correspondence with customers, suppliers or authorities
- Any notices received from the ROC and replies sent
Strike-off on the company's own application
Sometimes directors apply for strike-off in Form STK-2, believing the company has no assets or liabilities, and later discover something: a property in the company's name, a refund, a receivable or a claim. Such a company can usually be restored under Section 252(3) if it is just to do so, with full disclosure of why the company was struck off and what has since come to light. The NCLT may ask why the directors declared that the company had no assets or liabilities, so a candid explanation helps.
Strike-off and restoration forms
| Form | Purpose |
|---|---|
| STK-1 | ROC's notice to the company before strike-off |
| STK-2 | Company's own application for strike-off |
| STK-5 | ROC's public notice of proposed strike-off |
| STK-7 | Notice of strike-off and dissolution |
| INC-28 | Filing the NCLT's restoration order with the ROC |
Restoration and the company's contracts and property
Once restored, the company is treated as having continued in existence as if its name had not been struck off. Its property and bank accounts are again its own, though practical steps may be needed with land records and banks. Contracts can continue and claims can be pursued, subject to limitation. Actions taken against the company while it was struck off may need to be revisited. The NCLT's order can include directions to put the company and others in the same position as nearly as possible, and it is worth asking for such directions where they matter.
Frequently Asked Questions
Can a struck-off company be revived?
Yes, by the NCLT under Section 252 of the Companies Act, within the time limits.
What is the time limit?
3 years for an appeal against the ROC's order; 20 years for an application by the company, a member, a creditor or a workman.
What do I need to show?
That the company was carrying on business or in operation when struck off, or that restoration is otherwise just.
Can a creditor apply?
Yes, under Section 252(3), for example to recover a debt from the company.
What happens after the NCLT's order?
File a certified copy in Form INC-28 within 30 days, then file overdue returns within the time set.
Will my bank account be unfrozen?
Usually, once the bank sees the NCLT order and the updated MCA record.
Are directors' disqualifications removed?
Not automatically. Separate steps may be needed once the company is compliant.
Which NCLT bench?
The bench for the state of the company's registered office.
Need to Restore a Company?
Send us the company's name or CIN and what it owns or is owed. We will tell you which route fits and what evidence you will need.
This page gives general information about the law as it stood when it was last reviewed. It is not legal advice on your case and does not promise any result. IBC rules and NCLT procedures change often, so outcomes depend on your own documents, dates and facts.
Have a question about your own case?
Send us the notice, the petition or the order. We will tell you where you stand, which bench hears it and the date the next step is due, in plain words.
