Last Updated on July 28, 2026
A company does not need to do anything dramatic to end up struck off the MCA register; simply not filing annual returns for two consecutive years is enough. Many directors of dormant or slow-moving companies assume that no business activity means no compliance risk, and that assumption is exactly what leads to a strike-off notice landing at their registered office.
This guide explains why the ROC strikes off companies for non-filing, how to respond if you have already received a notice, and how to keep your company off this list altogether.
Quick Summary
Under Section 248 of the Companies Act, 2013, the Registrar of Companies (ROC) may strike off a company’s name if it is not carrying on business or operations, has failed to commence business within the prescribed period, or satisfies any other grounds specified under the Act. Persistent non-filing of financial statements and annual returns is one of the common indicators considered by the ROC before initiating strike-off proceedings. Before removing the company’s name, the ROC generally issues Form STK-5, allowing the company an opportunity to submit its representation within the prescribed time.
- Persistent non-filing of AOC-4 and MGT-7/MGT-7A may lead to strike-off proceedings.
- The ROC generally issues Form STK-5 before removing a company’s name from the register.
- Companies are normally given 30 days to submit objections or representations.
- Failure to respond may result in the company’s name being struck off the Register of Companies.
- Director disqualification, where applicable, is governed separately under Section 164 of the Companies Act, 2013.
Received an ROC Strike-Off Notice?
Kanakkupillai’s compliance experts can help you respond to ROC notices, complete pending filings, and guide you through the strike-off or revival process.
What is Strike-Off Due to Non-Filing?
Strike-off due to non-filing is the ROC’s suo moto action of removing a company’s name from the Register of Companies under Section 248(1), on the ground that it has not carried on business or filed statutory returns for two or more consecutive financial years. Once struck off, the company is deemed dissolved, though director liability for past dues continues.
Types of Strike-Off
| Aspect | Suo Moto (ROC-initiated) | Voluntary (Company-initiated) |
| Provision | Section 248(1) | Section 248(2) |
| Trigger | Non-filing, inactivity, ROC discretion | Company’s own application |
| Form | STK-5 (notice to company) | STK-2 (application by company) |
| Director control | None — ROC decides timeline | Company controls timing |
| Precondition | None from company’s side | No business for 1+ year; no liabilities; all filings current |
| Cost | Accumulating penalties | Government fee + clearing all dues |
| Director reputation | Associated with involuntary removal | Clean exit — no negative inference |
Note: If you already know your company is dormant and unlikely to be reactivated, apply for voluntary strike-off through Form STK-2 proactively rather than waiting for the ROC to strike you off. Voluntary exit is cheaper, faster, and doesn’t create the same director-level scrutiny that an involuntary strike-off does.
Why This Happens So Often?
Many small and dormant companies stop filing simply because there is no active business to report, and directors assume a silent company attracts no scrutiny. In reality, the filing obligation under Sections 92 and 137 applies regardless of business activity, and the ROC’s systems flag continuous non-filers automatically, making this one of the most common and avoidable compliance failures among Indian companies.
Who is at Risk?
- Companies that have not filed AOC-4 or MGT-7 for two or more consecutive years
- Companies that never commenced business within a year of incorporation
- Companies with no registered office response to ROC communication
- Dormant companies that never formally applied for dormant status under Section 455
Foreign subsidiary companies face the same strike-off risk for non-filing; our guide on annual compliances of a foreign subsidiary company in India covers their specific obligations.
The Strike-Off Process: What Actually Happens
Step 1. ROC identifies non-filing
The Registrar of Companies flags companies with pending annual filings for two or more consecutive financial years.
Step 2. Notice in Form STK-5
The ROC issues a notice to the company and its directors at their registered address, giving 30 days to respond.
STK-5 vs STK-5A
There are actually two notice forms used by ROC for strike-off:
| Form | Applicable To | Basis |
| STK-5 | Companies that stopped filing after commencing business | Section 248(1) — non-filing/inactivity |
| STK-5A | Companies that never commenced business within 1 year of incorporation | Section 248(1)(c) — failure to commence operations |
If your company was incorporated but never did any business and is now approaching 1 year, the ROC can issue an STK-5A notice. This is separate from the 2-year filing default trigger and is particularly relevant for shell companies, or companies incorporated speculatively.
The response options and timeline for both are similar (30 days), but the specific ground for strike-off differs, affecting your defence strategy.
Step 3. Company’s response window
The company can file pending returns, submit a reply with valid reasons, or apply for dormant status to halt the process.
Step 4. Final notice and gazette publication
If there is no satisfactory response, the ROC publishes a final notice, and the company’s name is struck off after the notice period lapses.
How to Avoid Strike-Off: Practical Steps
- File AOC-4 and MGT-7 every year, even for a dormant or non-operational company
- Apply for dormant status under Section 455 if the company is genuinely inactive, but you want to retain it
- Respond to any STK-5 notice within the 30-day window, rather than ignoring it
- Keep the registered office address updated so ROC notices actually reach you
- If you no longer need the company, apply for voluntary strike-off through Form STK-2 instead of letting it lapse
Maintaining accurate statutory registers is as important as timely ROC filing; our guide on statutory registers every private company must maintain covers what records must be kept.
Dormant Company Status
Section 455 of the Companies Act 2013 allows a genuinely inactive company to apply for dormant status, a middle ground between active compliance and voluntary closure:
| Feature | Active Company | Dormant Company | Struck-Off |
| Filing requirement | AOC-4 + MGT-7 annually | Simplified Form MSC-3 annually | None (company dissolved) |
| Filing fee | Standard + late fee if delayed | Reduced | N/A |
| Business activity | Permitted | Not permitted (except holding assets) | Not permitted |
| Bank account | Fully operational | Limited to maintaining accounts | Frozen |
| Restoration effort | N/A | Simple revival application | NCLT petition |
Conditions for dormant status:
- No significant accounting transaction in the last 2 financial years
- No inspection, investigation, or enquiry pending
- No pending litigation
- Up-to-date filing before application (MSC-1 form)
Dormant status is valid for 5 years, after which the company must either reactivate or proceed with voluntary strike-off. Annual fee: ₹2,000 (Form MSC-3). This is dramatically cheaper than either active compliance or NCLT restoration.
Documents Needed to Regularise Filings
- Financial statements and board reports for each pending year
- Digital Signature Certificate of the authorised director for e-filing
- Auditor’s report for each pending financial year, where applicable
Fees / Cost
Late filing of AOC-4 or MGT-7 attracts an additional fee of Rs. 100 per day per form under Section 403, with no upper limit, on top of the normal filing fee. Voluntary strike-off through Form STK-2 carries its own government fee, separate from any pending late filing dues, which must be cleared before the company can apply.
How Quickly Late Filing Fees Accumulate – A Real-World Calculation
At ₹100 per day per form with no cap, the financial exposure grows faster than most directors realise:
| Delay Period | AOC-4 Penalty | MGT-7 Penalty | Combined Daily Exposure |
| 3 months (90 days) | ₹9,000 | ₹9,000 | ₹18,000 |
| 6 months (180 days) | ₹18,000 | ₹18,000 | ₹36,000 |
| 1 year (365 days) | ₹36,500 | ₹36,500 | ₹73,000 |
| 2 years (730 days) | ₹73,000 | ₹73,000 | ₹1,46,000 |
For 2 years of non-filing (before strike-off): Both AOC-4 and MGT-7 for Year 1 and Year 2 are outstanding; that’s 4 forms, each attracting separate daily penalties. A company 2 years behind on filings could be looking at total penalties exceeding ₹3-4 lakh before paying any professional fees. Plus the normal government filing fee per form.
This calculation makes voluntary strike-off (Form STK-2), where pending filing penalties are waived under certain conditions, a significantly more attractive option than clearing all backlogs.
Latest Legal Updates
The Companies Compliance Facilitation Scheme, 2026 gave defaulting companies a limited window, from 15 April to 31 August 2026, to regularise pending filings at 10% of the additional fee, apply for dormant status at half the normal fee, or exit through voluntary strike-off at a reduced fee. That window has now closed. Companies that missed it face the full, uncapped Rs. 100 per day penalty and standard exposure under Sections 92, 137, and 248 going forward.
Compliance Requirements
- File annual returns and financial statements every year, without exception
- Renew dormant status periodically if the company continues to remain inactive
- Keep DIN and DSC of directors active, since expired credentials delay urgent filings
Penalty / Consequences
- Legal: A struck-off company is deemed dissolved and cannot legally conduct business
- Financial: Directors remain personally liable for the company’s pending dues even after strike-off
- Business: Directors face disqualification from holding directorships in any company for 5 years
- Compliance: Restoration requires an NCLT petition under Section 252, filed within 3 years of the strike-off order. Section 252 allows restoration petitions within 20 years by certain parties (creditors, members) under Section 252(3). The 3-year limit applies specifically to the company itself or members/creditors under Section 252(1).
Avoid disqualification and restoration costs with timely filing support.
NCLT Restoration: What It Actually Involves?
If your company has already been struck off, Section 252 provides a route to restoration through the National Company Law Tribunal:
Who can file:
- The company itself (through its directors)
- Members/creditors (within 20 years under Section 252(3))
- Registrar of Companies
Documents required:
- Company’s petition in Form NCLT-9
- Affidavit from directors
- Proof of reason for restoration (ongoing contracts, assets, unfinished business)
- Company’s updated financial statements and pending ROC filings
- Certified copy of strike-off gazette notification
Timeline: NCLT petitions for restoration typically take 3–12 months depending on the NCLT bench location and complexity. Mumbai and Delhi benches generally have longer queues.
Cost: NCLT filing fees (₹1,000–₹10,000) + advocate fees (₹25,000–₹1,50,000+) + clearing all pending ROC filings + associated late fees. Total cost frequently exceeds ₹2–5 lakh, making preventive compliance dramatically cheaper.
After restoration: All late filing fees, pending returns, and outstanding dues must be cleared within the NCLT-specified timeline or the restoration order can be revoked.
Common Mistakes
- Assuming a dormant, non-operational company has no filing obligation
- Ignoring an STK-5 notice, assuming it will resolve itself
- Not updating the registered office address, causing notices to go unnoticed
- Waiting until strike-off to act, instead of applying for dormant status or voluntary closure earlier
Benefits of Staying Compliant
- Avoids director disqualification and its knock-on effect on other directorships
- Keeps the company’s legal standing intact for contracts, loans, and bank accounts
- Saves the significantly higher cost of NCLT-based restoration later
- Preserves the option of a clean, low-cost voluntary exit if the company is no longer needed
Understanding and budgeting for annual compliance costs is the most reliable way to prevent strike-off risk; see our complete guide on annual compliance costs for a private limited company in India.
Practical Scenario
A two-person private limited company stops active operations after its founders take up full-time jobs, but nobody files annual returns for two years, assuming inactivity means no obligation. The ROC issues an STK-5 notice to the registered address, which has since changed without being updated on the MCA portal. The notice goes unanswered, and the company is struck off. Reviving it later requires an NCLT petition, pending filings, and legal fees that dwarf what two years of on-time filings would have cost.
Expert Tips / Best Practices
- Set an annual filing reminder well before the AOC-4 and MGT-7 due dates
- If truly inactive, apply for dormant status rather than simply stopping filings
- Check the MCA master data for your company’s status periodically
- If you no longer need the company, close it formally through STK-2 rather than letting the ROC do it
Proactive Filing vs Ignoring Notices vs Post-Strike-Off Restoration: Comparison Table
| Aspect | Filing on Time | Ignoring an STK-5 Notice | Restoring After Strike-Off |
| Cost | Standard filing fees only | Accumulating Rs. 100/day penalty | NCLT fees, pending filings, and penalties |
| Company status | Remains Active | At risk of Strike Off | Struck off until restored |
| Director risk | None | Rising, as deadline nears | 5-year disqualification until restored |
| Effort required | Low, routine compliance | Moderate, urgent response needed | High, formal Tribunal proceedings |
How Kanakkupillai Can Help?
Kanakkupillai helps companies catch up on pending ROC filings, respond to STK-5 notices within the deadline, apply for dormant status where appropriate, and manage voluntary strike-off or NCLT restoration when needed, so directors avoid disqualification and unnecessary penalties.
Worried about your company being struck off due to missed MCA filings?
Let Kanakkupillai’s compliance experts help you complete pending filings and keep your company legally active.
FAQs
1. Can a company be struck off even if it has no pending liabilities?
Yes, strike-off under Section 248 is based on non-filing or inactivity, not on whether the company owes money. A company with zero liabilities can still be struck off if it has not filed annual returns for two consecutive years.
2. What should I do if my company receives an STK-5 notice?
Respond within the 30-day window by filing all pending returns or submitting a valid explanation to the ROC. Ignoring the notice allows the strike-off process to proceed to a final, harder-to-reverse stage.
3. Is dormant status a good alternative to letting a company be struck off?
Yes, applying for dormant status under Section 455 keeps the company legally active with reduced compliance, which is often better than an involuntary strike-off if you may want to reactivate the company later.
4. Can directors of a struck-off company start a new company?
No, directors of a company struck off for non-filing are disqualified under Section 164(2) from being appointed as directors in any company for 5 years, until the original company is restored.
5. How long do I have to restore a struck-off company?
An application for restoration can be filed with the NCLT under Section 252 within 3 years from the date of the strike-off order published in the official gazette, after which restoration becomes significantly harder.
