Thousands of companies are struck off by Registrars of Companies every year, usually because annual returns and financial statements were not filed for two or more years, or because the company never started business. Owners often find out only when the bank freezes the account, a customer's payment bounces, a property sale is blocked, or a director is told his DIN has been deactivated.
A struck-off company is not necessarily gone for good. Under Section 252 of the Companies Act, the NCLT can order the company's name to be restored to the register, so that it continues as if it had never been struck off. The route depends on how long ago the strike-off happened and who is applying. Restoration is common and usually straightforward when the company was actually running, but the petition must be properly supported and the ROC's dues paid. This page explains the process.
हिंदी में सारांश
अगर ROC ने आपकी कंपनी का नाम रजिसà¥à¤Ÿà¤° से हटा (strike off) दिया है — आम तौर पर दो या ज़à¥à¤¯à¤¾à¤¦à¤¾ साल तक रिटरà¥à¤¨ न à¤à¤°à¤¨à¥‡ के कारण — तो कंपनी अधिनियम की धारा 252 के तहत NCLT से उसे बहाल (restore) कराया जा सकता है। ROC के आदेश के 3 साल के à¤à¥€à¤¤à¤° अपील की जा सकती है, और कंपनी, सदसà¥à¤¯, लेनदार या कामगार Gazette पà¥à¤°à¤•à¤¾à¤¶à¤¨ के 20 साल के à¤à¥€à¤¤à¤° आवेदन कर सकते हैं। बहाली के बाद सà¤à¥€ बकाया रिटरà¥à¤¨ और फीस à¤à¤°à¤¨à¥€ होती है।
Is this your situation?
- The MCA portal shows your company's status as "Strike Off"
- Your company's bank account has been frozen
- Directors' DINs were deactivated or they were disqualified
- The company owns property, has receivables or pending contracts
- The company was actually doing business when it was struck off
- You are a creditor or member of a struck-off company and need it restored to recover money
- You never received the ROC's notice before strike-off
Why companies get struck off
Not filing returns
The most common reason. If the ROC has reasonable cause to believe the company is not carrying on business, often shown by two years without filings, it can issue a notice and strike the name off.
Business never started
A company that does not commence business within one year of incorporation may be struck off.
Not carrying on business
A company not carrying on business for two immediately preceding financial years, and that has not applied for dormant status, may be struck off.
Voluntary application
The company itself may have applied in Form STK-2, sometimes without all members agreeing.
Notice before strike-off
The ROC must send a notice to the company and its directors and publish a public notice, inviting objections, before striking off.
Consequences
On strike-off, the company is dissolved. Its bank accounts are frozen, directors may face disqualification, and its assets may be treated as vested in the government in some situations.
Which route applies?
| Route | Who can apply | Time limit | Main test |
|---|---|---|---|
| Appeal under Section 252(1) | The company, a member, creditor, workman or anyone aggrieved by the ROC's order | Within 3 years from the date of the ROC's order | The NCLT may restore if the strike-off was not justified |
| Application under Section 252(3) | The company, a member, creditor or workman who feels aggrieved | Before expiry of 20 years from publication of the strike-off notice in the Official Gazette | The company was carrying on business or in operation at the time of strike-off, or it is otherwise just to restore it |
How restoration works
Collect the company's history
We download the company's master data, the strike-off notice, the Gazette notification and the filings made before strike-off. We collect evidence that the company was operating: bank statements, GST returns, invoices, income tax returns, leases.
Prepare pending financials
Restoration is easier when audited financial statements and annual returns for the unfiled years are ready to be filed promptly. Many tribunals expect this.
File the petition in Form NCLT-9
The appeal or application is filed before the NCLT bench covering the registered office, with a copy served on the ROC. The ROC is the main respondent.
ROC's report
The ROC files a reply or report, usually stating the defaults and the fees and penalties payable. Often the ROC does not oppose restoration if the company was operating and agrees to file all pending documents.
NCLT order
The NCLT orders restoration, usually directing that all pending returns be filed with additional fees within a set time, and sometimes imposing costs.
File the order with the ROC
A certified copy of the order is filed with the ROC in Form INC-28 within the time allowed. The company's status returns to "Active", and the pending filings are completed.
After restoration
Company continues as if never struck off
The company is deemed to have continued in existence. Contracts, assets and liabilities are restored.
Bank accounts reactivated
Banks reactivate accounts on production of the order and the updated MCA status.
Directors' DINs
Directors disqualified because of the company's defaults can apply for reactivation of their DINs once the company is restored and filings are brought up to date.
Pending filings and penalties
All overdue filings must be made with additional fees. Some defaults may need compounding.
Property and contracts
Property held in the company's name is again under its control, subject to the NCLT's order.
Tax status
The company's income tax and GST registrations may need to be updated.
When restoration is harder
Restoration is usually granted when the company was carrying on business. It is harder where:
- the company was genuinely inactive for many years and has no assets or creditors, so there is no real purpose in restoring it;
- the strike-off followed the company's own application in STK-2 with a declaration of no liabilities, and restoration is sought to defeat creditors or for an improper purpose;
- there is evidence of fraud or misuse of the company;
- the applicant cannot explain long delay within the 20-year window.
Even then, a creditor or member with a genuine need, such as recovering a debt or dealing with property, may succeed if it is just to restore the company. Our guide on how to revive a struck-off company answers common questions in more detail.
Time and typical cost
Costs include our fee, the auditor's fee, ROC additional fees and any costs imposed by the NCLT. Our fee is agreed in writing in advance.
| Stage | Usual time | What it involves |
|---|---|---|
| Record collection and pending financials | 2 to 6 weeks | Auditor's work, documents of operations |
| Petition before NCLT | 1 to 2 weeks to draft and file | Form NCLT-9, filing fee, service on ROC |
| ROC report and hearing | Usually 2 to 4 months | Reply, hearing |
| Filing the order and returns | Within the time fixed by the order | INC-28, pending returns with additional fees |
Documents you will need
Company documents
- Certificate of incorporation, MOA and AOA
- MCA master data showing strike-off
- ROC's strike-off notice and Gazette notification
Proof of operations
- Bank statements for the relevant years
- GST returns and invoices
- Income tax returns and assessment orders
- Lease or property documents, employee records
Filings
- Audited financial statements for unfiled years (or drafts)
- Annual returns ready to be filed
- Board resolution authorising the petition
A trading company that kept trading
Here's a made-up example. A small Ghaziabad trading company had been doing business steadily but its accountant failed to file annual returns for three years. The ROC struck it off. The owners discovered it when the bank froze the current account and a customer's RTGS payment was returned.
We collected GST returns, bank statements and income tax returns showing continuous trading, and the auditor completed the pending financial statements. We filed an application under Section 252(3) before NCLT Allahabad. The ROC confirmed the defaults but did not oppose restoration if all pending documents were filed. The NCLT ordered restoration subject to filing within 30 days and payment of costs. After the order was filed in INC-28, the account was reactivated and the directors applied for reactivation of their DINs.
Mistakes owners make with struck-off companies
- Ignoring the ROC's notice: the strike-off notice invites objections. A timely reply with pending filings can avoid strike-off altogether.
- Continuing to trade in the company's name: after strike-off, the company is dissolved. Contracts and bank transactions in its name can create problems.
- Applying without pending financials ready: tribunals usually make restoration conditional on filing all overdue returns. Have them ready.
- Assuming DINs reactivate automatically: directors must take steps to reactivate DINs after restoration and compliance.
- Missing the three-year window for an appeal: after three years, the route is the application under Section 252(3), with its own tests.
- Restoring only to close again: if the company has no future, consider whether restoration followed by a proper closure is actually needed.
Key terms in plain words
| Term | What it means |
|---|---|
| Strike-off | Removal of a company's name from the register by the ROC |
| Gazette notification | Publication of the strike-off in the Official Gazette, from which the 20-year period runs |
| Form NCLT-9 | The form for a restoration petition before the NCLT |
| INC-28 | The form for filing an NCLT order with the ROC |
| DIN | Director Identification Number, which may be deactivated after defaults |
| Dormant company | A company that has applied for inactive status instead of being struck off |
Restoring a company to recover money or property
Restoration is not only for owners. A creditor who is owed money by a struck-off company, or a member whose investment is locked in it, can apply under Section 252(3) within 20 years of the Gazette notification. Typical cases include a landlord whose tenant company was struck off with rent unpaid, a supplier with a decree against a dissolved company, or a shareholder who needs the company restored to sell property held in its name. The NCLT considers whether it is just to restore the company. A clear explanation of why restoration is needed, with documents showing the claim or interest, usually carries the application.
Checklist before applying for restoration
- Get the strike-off notice (STK-5/STK-7) and the ROC's public notice
- Check whether the company was struck off by the ROC or on its own application
- Collect evidence that the company was carrying on business or had assets
- Prepare the pending annual returns and financial statements
- Check bank account status and any frozen funds
- Identify pending tax, GST or other dues
- Calculate the 20-year limit from the strike-off date
- Prepare the board's explanation for the defaults
After restoration: what must be done
Restoration is conditional. The NCLT usually directs the company to file all pending returns and financial statements within a fixed period, pay additional fees, and sometimes pay costs to the Investor Education and Protection Fund or to the ROC. Directors may face penalties for the earlier defaults, and some defaults may need compounding under Section 441. Banks often need the NCLT order and the ROC's updated master data before unfreezing accounts.
Directors who were disqualified because the company failed to file returns may need to apply separately for removal of the disqualification once the company is compliant. Restoration also revives the company's contracts and claims, so it can recover money or defend cases it could not pursue while struck off. A creditor or employee can also apply for restoration within the time allowed.
A company with a pending tax refund
Here's a made-up example. A Ghaziabad consultancy company was struck off by the ROC for not filing returns for three years. The directors had been working through a new company, but the old company was owed a large income tax refund and the department could not issue it to a struck-off company.
We applied to NCLT New Delhi under Section 252, showing that the company had a refund pending and a bank account in its name. The ROC did not object, subject to compliance. The NCLT restored the company, directing it to file all pending documents within 30 days. Once restored, the company received its refund, paid the penalties and then applied for voluntary strike-off once all its affairs were closed.
Frequently Asked Questions
Can a struck-off company be revived?
Yes. The NCLT can restore it under Section 252, by appeal within three years of the ROC's order or by application within 20 years of the Gazette notification.
Who can apply for restoration?
The company, a member, a creditor or a workman. Under Section 252(1), any person aggrieved by the ROC's order can appeal.
How long does restoration take?
Usually three to six months, depending on the bench and on how quickly pending financials are ready.
Do I have to file all old returns?
Yes. The NCLT usually directs that all pending financial statements and annual returns be filed with additional fees within a set time.
Will my DIN be reactivated?
Directors disqualified because of the company's non-filing can apply for reactivation after restoration and compliance.
Can a creditor restore a company to recover a debt?
Yes, if it is just to do so. Creditors often use Section 252(3) for this purpose.
What if the company applied for strike-off itself?
Restoration is still possible in suitable cases, but the NCLT will look closely at why, especially if creditors were affected.
How are your fees decided?
A fixed fee for the petition, agreed in writing in advance. Auditor's fees and ROC fees are separate.
Company Struck Off by the ROC?
Send us the company's CIN and any notices you have. We will check the route, the time limit and what you need to get the company restored.
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.
Need help with Restore a Struck-Off Company?
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.
