Introduction
The removal of a company’s name from the Register of Companies takes place when the Registrar of Companies (ROC) effects a strike-off due to the company’s non-adherence to statutory provisions or for other reasons as stated in the Companies Act, 2013. Nevertheless, a company need not lose its ability to carry on business due to its name being struck off. Indian company law has provisions for the restoration of the company’s name in appropriate cases.
Restoration is achieved through filing an application before the National Company Law Tribunal (NCLT) and giving reasons for the revival of the company, as well as documentable evidence of the transactions carried out by the company. It is essential to know the legal procedures, time limits, and documentation required for restoration.
What Does It Mean When a Company Is Struck Off?
A company that has been struck off is one whose name is removed from the Register of Companies that is kept and maintained by the ROC. According to Section 248 of the Companies Act, 2013, ROC is allowed to remove names of companies only under only specific circumstances, such as when a company has failed to start its operations within the set period of time or has not carried out or conducted operations during the relevant period.
After a company’s name has been struck off, it usually cannot continue conducting ordinary business activities as an active company. However, being struck off does not mean that all the liabilities are also extinguished for the company’s directors, officials and members. Section 248(7) provides that all the liabilities remain intact despite the fact that the company has been dissolved.
Why the ROC Strikes Off Companies in India?
Initiation of strike-off proceedings by the ROC under Section 248 of the Companies Act 2013 can be initiated as long as statutory requirements are met. Some of the common reasons include non-commencement of business within the given time period, long inactivity of the corporation, and certain situations which show that the corporation is not operational.
Another option available for corporations is to face strike-off proceedings owing to non-filing of statutory financial statements and annual returns for the required consecutive years as per existing laws and procedures.
In some situations, companies apply for voluntary removal of their names after complying with the necessary formalities. Before taking such action, the ROC adheres to the required notice and publication procedure. In case the company finds that such action was arbitrary, it can avail remedies as per section 252.
Consequences of Strike-Off for the Company, Directors, and Bank Accounts
A company's legal and operational situation, as well as its banking structure and compliance status, may be affected by strike-off. The company may not be able to conduct routine business transactions in the same manner as a performing business, and its bank accounts may be restricted or shut down per applicable laws.
The assets of the company can also suffer legal consequences from the process of strike-off. It is important to note that tax debts, contractual obligations, and other payments are not automatically cancelled when the company is closed down.
Directors and other responsible parties may still have liabilities under the law and actions directed against them. Therefore, it should not be assumed that the strike-off is a way of avoiding delivery of government obligations.
Can a Struck-Off Company Be Restored? Legal Provisions Under Section 252
Yes, a company that has been struck off can be reinstated if the requisite legal requirements are in place.
Section 252 of the Companies Act, 2013, outlines the primary means of challenging the order of striking off and seeking restoration of the struck-off company. After considering the facts and other evidence, the NCLT is allowed to order restoration.
As per Section 252(1), a person aggrieved may appeal against the order of the ROC within three years from the date of the order. The Tribunal may restore the company if it finds that the striking off was not justified.
Section 252(3) allows an aggrieved company, member, creditor or workman to apply for restoration of the company’s name within 20 years from the date of publication of the notice of dissolution of the company in the Official Gazette. The Tribunal must be satisfied that the restoration of the company is justified on the applicable grounds, which may include the fact that the company was active in business or was otherwise being operated.
Restoration is not automatic. The applicant must have an adequate legal basis and provide further supporting evidence.
Who Can Apply for Restoration Before the NCLT?
Determination of the involvement of the applicant is closely tied to the provision applied.
Section 252(1) indicates that the aggrieved persons, due to the order of strike-off issued by the Registrar, may appeal to the Tribunal within the time prescribed of three years. A member/debtor/workman of the company who has been removed along with the Registrar has the right to make the application as per Section 252(3), within the statutory time limit of twenty years.
In creating the application, the applicant should note his relation with the company, the nature of the restoration requirement, and prejudice caused by the strike-off order.
How Long Does the Restoration Process Take?
A universal legal assurance does not exist that each application submission will be resolved in a determined number of months. How and when the timeline is determined depends on the merits of the case presented before the NCLT bench, the completeness of the application, and the objections from the ROC and other relevant authorities. Out of all types of applications, those that present complete documentation may prove less challenging than ones involving disputed ownership, significant defaults, or ambiguous financial documentation. The time taken to comply with the directions of the Tribunal and the formalities of the ROC following the order should also be taken into consideration by the applicants.
Estimated Cost and Professional Fees for Restoration
The costs incurred for a struck-off company's restoration depend on the kind of application one makes and what obligations remain due. The restoration costs could contain the NCLT filing fees, fees charged by the practising Company Secretary, chartered accountants or advocates, as well as expenses incurred for filing affidavits and other documentation.
There can be other charges involved too, depending on the failure to file annual returns, financial statements, statutory filing fees and penalties and costs that the Tribunal may impose.
There is no one-stop restoration fee that can be applicable to all types of companies. Before filing the application, it is advisable to obtain an estimate related to the costs of restoration, pending filings and post-restoration compliance.
Restoration of Struck-Off LLPs: How Is It Different?
The Limited Liability Partnership Act of 2008 is the governing framework for LLPs, as opposed to the Companies Act of 2013. Therefore, the restoration process for companies under section 252 must not be misconstrued as that for LLPs.
Section 75 of the LLP Act and Rule 37 of the LLP Rules 2009 provide for the removal of inactive LLPs from the register. The restoration process must, therefore, be analysed independently, depending on the facts pertaining to the LLP and the relevant legal framework.
It is, therefore, critical for an LLP to seek legal assistance to investigate the proper legal options before making an application, since the documents, procedural requirements and statutory obligations may differ significantly from those of other companies.
Time Limit for Filing a Restoration Application
The period of limitation is determined by the provision that governs the application. Any appeal made under Section 252(1) needs to be submitted normally within three years of the ROC’s order. On the other hand, filings made under Section 252(3) can be made within the 20 years following the announcement of the strike-off notice in the Official Gazette.
There should be no misunderstanding between these periods since the applicant should know the right remedy, know how long he has to file his application and also have checked the dates from the official strike-off records. Ignoring these limitations may jeopardize the odds of successful submissions.
Documents Required to Restore a Struck-Off Company
The documents needed vary based on the circumstances of the case and the instructions of the NCLT. Some of the most commonly required documents are:
Incorporation certificate, Memorandum of Association and Articles of Association.
Notice or assessment of strike off by ROC and the related details about the company.
Resolution of the Board for starting the company restoration process wherever applicable.
Names of directors and members along with their important details.
Company’s financial records and tax return if any.
Evidence of transactions and other liabilities.
Affidavit and other documents as per practice.
Proof of serving notice to relevant authorities wherever applicable.
Documents to authorize the process, that is, vakalatnama. Lack of financial records must be handled most carefully and the applicant may explain this and provide alternative evidence wherever possible.
Step-by-Step Process to Restore a Company Through NCLT
Step 1: Check the strike-off. Secure the ROC order or notice, ensure that the strike-off date is known, and verify the company’s master data.
Step 2: Establish the basis for restoration. Find the relevant provision and document the evidence related to the grounds for restoration, such as present business, company assets, any pending claims, or interests.
Step 3: Prepare the application. Prepare the required application and documents, affidavits, and authorizations according to NCLT Rules and parties’ submissions.
Step 4: Serve the interested parties. Give the necessary notice or copies to the ROC and other authorities in accordance with the rules laid down.
Step 5: File the application at NCLT. File the application with the appropriate bench, pay the relevant fee, and pay attention to any defects or need for extra documents.
Step 6: Attend the hearings. The bench will assess the matter and decide whether restoration is justified. It can impose conditions about pending documents and obligations.
Step 7: Carry out order formalities. Comply with the instructions of the order, including filing the certified copy of the order with the ROC within the stipulated period. According to the MCA's guidance, the Form INC-28 is used for orders related to restoration under Section 252(2) and the approval given makes it possible for the company to restore its status and file electronically.
Step 8: Compliance modification. This process demands filing of statutory documents such as filing of annual returns and financial statements that might have been missed in the past along with payment of required fees or other obligations as instructed by the tribunal or law.
Common Mistakes That Lead to Rejection of Restoration Applications
If a restoration application submits incorrectly or lacks warranted proof, it will run into problems. This can also occur due to negligence with accounting background or disregard for the activity history of the firm.
Among potential difficulties are missing documents - e.g., papers establishing firm inactivity - inadequate information about financial flows, missed notifications etc. Furthermore, applicants may disregard the future filings after the restoration process.
To avoid such difficulties, investigate the company’s records before applying, provide a good explanation for the request, and comply with NCLT and ROC procedures.
Read More About: How Can New Businesses Stay Compliant With MCA Filings in 2026?
Conclusion
Restoration of a corporation in India is a legal process under the provisions of the Companies Act, 2013, and the relevant NCLT procedure. The provisions of Section 252 provides for different kinds of remedies and limitation period which makes it essential to find the right procedure to take before embarking on the restoration application.
If a restoration application is accompanied by supporting data and legal documents correctly and timely post-restoration compliance is completed, compliance delays can be minimized.
FAQs
Can a company which has been struck off be restored in India?
Yes. A company that qualifies can apply for its restoration before the NCLT through Section 252 of the Companies Act 2013.
Which authority restores a struck-off company: ROC or NCLT?
The NCLT generally decides restoration applications under Section 252. Following the order and completion of the required formalities, the ROC updates the company’s status and register.
Within how many years can I apply for restoration of a struck-off company?
Section 252(1) generally provides three years from the ROC’s order for an appeal by an aggrieved person. Section 252(3) provides a separate 20-year period from publication of the dissolution notice in the Official Gazette for eligible applicants.
Which individuals are qualified to make the restoration application?
Based on which particular section applies, it could be an aggrieved party, the company itself, the member, the creditor, or the workman that is qualified. It is necessary for the applicant to fulfill the statutory requirements.
Which documents are needed for the restoration of the struck-off company?
Some of the documents are incorporation documents, the ROC’s order for striking off, company master documents, financial statements, bank statements, tax documents, affidavits, and other evidence to support the process of restoration.
Do I need to file all pending annual returns before or after restoration?
The required sequence depends on the Tribunal’s order and the applicable filing procedure. In many cases, the order directs the company to file overdue annual returns and financial statements after restoration, along with applicable fees and additional charges.
What happens to the company’s bank account and assets after strike-off?
Banking operations may be restricted, and assets may be affected by the legal consequences of dissolution. Restoration may enable the company to regularise its status and approach its bank, but account reactivation and asset-related issues remain subject to applicable law and the Tribunal’s directions.
What is the time required for revival of a struck-off company by the NCLT?
There is no definite period that can be expected in every case. It depends upon the burden of cases before the NCLT and the quality of the application made.
Can a struck-off LLP also be restored?
An LLP may have a legal remedy, but it is governed by the LLP Act, 2008, and its applicable rules. Its restoration procedure should be examined separately from Section 252 of the Companies Act, 2013.
What is the cost of restoring a struck-off company?
The cost may include NCLT filing fees, professional charges, overdue statutory filing fees, additional fees and any costs imposed by the Tribunal. The total depends on the company’s defaults and the requirements of its case.
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