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Revival of Struck Off Companies - Bring Your Business Back to Life — Get Your Company Restored Now! Company struck off from MCA records? Don’t let it end there. We help you legally revive your business under Section 252 of the Companies Act, 2013- from drafting the appeal to representing before the NCLT and filing with the ROC. Your company deserves a second chance, and we handle everything needed to bring your business back to life.
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Revival of Struck Off Companies
Striking off a company’s name from the Register of Companies by the Registrar of Companies (RoC) is a statutory mechanism under the Companies Act, 2013, used to remove inactive companies from the corporate ecosystem. While this process is often initiated due to non-compliance, dormancy, or failure to commence business, it is not irreversible. The law provides a remedial path where companies have been struck off either mistakenly, inadvertently, or due to temporary lapses. Section 252 of the Companies Act, 2013 lays down the legal framework for restoring such companies through an appeal to the National Company Law Tribunal (NCLT).
At Kanakkupillai, we specialise in assisting businesses with the complete process of reviving a struck-off company under the Companies Act, 2013. Whether your company was removed due to non-compliance, dormancy, or administrative oversight, our legal and compliance experts are here to help you restore it smoothly, legally, and efficiently.
What is Struck-Off Companies?
A company is considered 'struck off' when its name is removed from the Register of Companies by the Registrar of Companies (RoC). It leads the company to be inactive and prohibits it from conducting business operations.
Reasons for Striking Off
Under Section 248 of the Companies Act, 2013, the RoC may strike off a company if:
- Failure to Commence Business: The company has not commenced its business within one year of incorporation.
- Failure to file the Form 20A: Section 10A of the Companies Act, 2013 requires newly incorporated companies having share capital to file a declaration in Form 20A within 180 days of incorporation. If the company fails to do so, the name of the company is struck off from the register.
- Non-Operational Status: The company is not carrying on any business or operation for the two immediately preceding financial years and has not applied for dormant status.
- Non-Filing of Returns: The company has failed to file Form AOC-4 and annual returns (MGT-7/MGT-7A) for a continuous period of two financial years.
- Voluntary Application: The company applies for striking off its name from the register
What is Revival of a Struck-Off Company?
Revival of a Struck-Off Company means restoring a company’s name that has been removed (struck off) from the official records maintained by the Registrar of Companies (RoC) under the Companies Act, 2013.
Legal Framework Governing the Revival of a Company
Section 252 provides the legal basis for restoring a company's name to the Register of Companies:
- Section 252(1): Allows the company, any member, creditor, or workman aggrieved by the company's name being struck off to appeal to the National Company Law Tribunal (NCLT) within three years from the date of the Registrar's order.
- Section 252(2): Permits the Registrar of Companies (RoC) to file an application to the NCLT for restoration if it believes the company was struck off erroneously.
- Section 252(3): Enables any person aggrieved by the company's name being struck off to apply to the NCLT for restoration within twenty years from the publication of the notice of striking off in the Official Gazette.
Benefits of Activating a Struck-Off Company
When a company is struck off the Register of Companies, it ceases to have a legal identity. However, reviving such a company under Section 252 of the Companies Act, 2013 can bring several benefits, such as:
1. Regains Legal Identity and Corporate Status
Once revived by the National Company Law Tribunal (NCLT), the company is restored as if its name had never been struck off. This allows the company to:
- Enter into contracts
- Sue and be sued
- Own, buy, or sell property
- Conduct lawful business
2. Preserves Assets, Properties, and Licenses
If a struck-off company owns land, fixed deposits, patents, trademarks, or business licenses, those assets may become legally unusable. Revival allows:
- Retention and management of such assets
- Prevention of illegal transfer or misuse
- Access to government-allotted properties such as industrial plots
3. Allows Continuation of Contracts and Agreements
When a company is struck off, its contracts with vendors, customers, franchisees, and other parties cease to exist. Revival restores the continuity of business obligations and relationships
4. Facilitates Legal Proceedings
Once struck off, a company cannot initiate or defend any legal proceedings in its name. Revival enables:
- Continuation of pending civil or commercial suits
- Fresh filing of appeals or claims
- Protection from ex parte decisions due to the absence of legal standing
5. Enable Filing of Statutory Returns and Tax Compliance
A struck-off company cannot file:
- Income tax returns
- TDS returns
- GST returns
- Annual returns under the Companies Act
Revival makes it legally possible to update all pending filings and regularize compliance
6. Allows Participation in Government Schemes and Tenders
Many MSMEs or private limited companies rely on their corporate existence for:
- Participating in GeM (Government e-Marketplace)
- Availing Start-up India benefits
- Applying for MSME loans, subsidies, or grants
Revival restores the company’s eligibility to apply for tenders, contracts, subsidies, and incentives.
7. Avoids Costly Re-Incorporation
Starting a new company from scratch involves:
- New incorporation process
- PAN/TAN, GST re-registration
- Loss of goodwill, branding, and history
By reviving the struck-off company, promoters can retain the company’s identity, CIN number, and track record without starting over.
8. Opportunity to Restart Business
Sometimes companies are struck off by mistake or during a dormant period. Revival provides a legal way to:
- Resume operations
- Reopen bank accounts
- Raise investment or loan funding
This is particularly useful when there is a change in the business climate, new opportunities arise, or internal disputes are settled.
Who Can Apply for Revival?
The following parties are eligible to file an application for revival:
- The company itself
- Members (shareholders)
- Creditors
- Workmen
- Any aggrieved person
These parties can file an appeal to the NCLT for the restoration of the company's name.
Factors Considered by NCLT for Revival of Struck-Off Companies
When a company files a petition under Section 252 of the Companies Act, 2013, for revival, the National Company Law Tribunal (NCLT) does not automatically approve restoration. The following are the key factors that are considered by NCLT while approving revival:
1. Whether the Company Was Actually Carrying On Business
NCLT checks whether the company was actively engaged in business or operations at the time of strike-off or had any intention to continue business.
Evidence considered:
- GST filings or GST registration
- Income from operations
- Contracts, invoices, bank transactions
- Fixed deposits or other financial instruments
2. Whether the Company Had Assets or Liabilities at the Time of Strike-Off
If the company has existing assets, such as land, FDs, investments, or outstanding liabilities, NCLT usually leans in favour of revival. Striking off such a company may adversely affect creditors, employees, or shareholders.
3. Whether Due Compliance of Section 248(6) Was Made by RoC
As per Section 248(6), before striking off, the RoC must satisfy itself that:
- All liabilities are settled or provisioned for
- Proper opportunity of being heard has been given to the company
If the RoC fails to do this, NCLT may revive the company even if there is no business activity.
4. Reason for Non-Compliance or Non-Filing
NCLT considers why the company failed to file returns or maintain compliance:
- Was there a valid reason?
- Was it due to management disputes, a change of directors, or a genuine error?
If the explanation is reasonable and supported by evidence, NCLT may allow revival with or without conditions.
5. Delay in Filing Petition
Section 252(1) of the Companies Act, 2013 allows 3 years from the date of striking off to file the petition. If filed beyond this period:
- NCLT checks for sufficient cause behind the delay
- Revival may still be permitted if the applicant is a creditor or workman, under Section 252(3) (no time limit)
6. Whether Striking Off Was Prejudicial to Creditors, Workmen, or Shareholders
If revival is necessary to protect the legal rights of stakeholders, such as:
- Recovery of dues
- Pending legal claims
- Tax litigation
NCLT may restore the company to allow such proceedings.
7. Whether Revival Serves a Legal or Commercial Purpose
Even if the company was voluntarily struck off, but later:
- Receives government allotments
- Enters into new contracts
- Needs revival due to a mistake or misjudgment
Then, NCLT can allow restoration in the interest of justice and equity.
8. Past Compliance History and Future Intentions
NCLT assesses:
Documents Required for Revival of a Struck-Off Company
To file a petition before the National Company Law Tribunal (NCLT) for restoring a company's name to the Register of Companies, the following documents are typically required:
1. Petition in Form NCLT-9
- This is the formal application filed under Rule 87A of the NCLT Rules, 2016.
- It must clearly mention the reasons for revival and the prayer for restoration.
2. Affidavit Verifying the Petition
- An affidavit is required as per Rule 23 of the NCLT Rules by the petitioner (director/member/creditor) verifying the contents of the petition.
3. Memorandum and Articles of Association (MoA & AoA)
- Certified copies of the company’s founding documents.
- Proves the legal existence and intent of the company.
4. Certificate of Incorporation
- Issued by the Registrar of Companies at the time of incorporation.
5. Board Resolution Authorizing the Petition
- A certified copy of the resolution passed by the Board of Directors authorizing the filing of the NCLT petition.
6. Financial Statements
- Audited financial statements (Balance Sheet, Profit & Loss Account, Auditor's Report) for the years preceding the strike-off.
- Even if the company was not in active business, a "Nil" balance sheet shall be submitted.
7. Bank Statements
- Bank statements of the company for the relevant period to prove business operations, if any.
8. Income Tax Returns (if available)
- Filed returns, if any, showing that the company had income or was active.
9. Proof of Business Activity
Any of the following would support that the company was in operation:
- GST Registration or filings
- Sale/Purchase Invoices
- Rent/Lease Agreement for business premises
- Utility bills in the company’s name
10. Copy of RoC’s Strike-Off Order
- The order/notice issued by the RoC under Form STK-7, which confirms the strike-off under Section 248.
11. Copy of STK-5 or STK-6 Notice (if received)
- The notice served by RoC before striking off the name (as per Section 248(1) or 248(2)).
12. Demand Draft or Online Payment Receipt
- Proof of payment of the NCLT filing fees.
13. Vakalatnama or Memorandum of Appearance
- If a legal practitioner is representing the company or applicant, this document authorizes their appearance before the Tribunal.
14. Proof of filing e-Form 20A, if the company commenced business.
Step-by-Step Process for Revival of a Struck-Off Company
Step 1: Examine the Grounds for Revival
Before initiating the petition, ensure the company has:
- Conducted business or operations at any point after incorporation.
- Assets, liabilities, or ongoing contracts.
- Legal or regulatory reasons for revival (e.g., to defend a suit, repay creditors, or recover dues).
Step 2: Prepare the Petition under Section 252
File a petition in Form NCLT-9 as per the National Company Law Tribunal Rules, 2016.
The petition should include:
- Statement of facts and reasons for revival.
- Justification for delay, if any (especially if applying beyond 3 years).
- Prayer for restoring the name in the Register of Companies.
Step 3: Prepare the Supporting Documents
Attach the following documents with the petition:
- Copy of Certificate of Incorporation
- Copy of Memorandum and Articles of Association (MOA & AOA)
- Strike-off notice or order issued by RoC (Form STK-7)
- Financial statements (audited or unaudited) for the last active financial years
- Bank statements, invoices, GST filings, or other proof of business activity
- Income tax returns (if available)
- Affidavit verifying the petition
- Board Resolution authorizing the filing of the petition
- Memorandum of Appearance or Vakalatnama, if a professional is appearing on behalf of the petitioner
- Proof of payment of NCLT fees (as per the Schedule of Fees under NCLT Rules)
Step 4: File the Petition with the Appropriate NCLT Bench
The petition must be filed with the jurisdictional bench of the NCLT where the company’s registered office is located.
Fees must be paid through the NCLT e-filing portal or in a prescribed manner.
Step 5: Serve Notices
Once the petition is filed, the petitioner must:
- Serve a copy of the petition to the Registrar of Companies at least 14 days before the date of the hearing.
- Serve notice to any other concerned party as directed by NCLT (e.g., income tax authority, creditors, etc.)
Step 6: Attend the Hearing Before NCLT
- Appear on the scheduled hearing date through authorized representatives.
- Present the case and supporting documents.
- NCLT will assess:
-
- Whether the company was operational
- Whether RoC complied with Section 248(6)
- Whether there are legal rights of any party involved
- If the revival is in the interest of justice and equity
Step 7: NCLT Passes an Order
If the NCLT is satisfied, it may:
- Allow restoration of the company’s name
- Impose costs or conditions, such as filing pending returns and payment of penalties
- Direct the RoC to restore the name and treat the company as if it had never been struck off
Step 8: File the NCLT Order with the RoC (Form INC-28)
Within 30 days of the date of the NCLT order:
- File Form INC-28 with the RoC along with a certified copy of the order.
- On submission, the RoC will update the status of the company to "Active" in the MCA records.
Step 9: File All Pending Statutory Returns
After restoration, the company must:
- File all overdue Annual Returns (Form MGT-7)
- File Financial Statements (Form AOC-4)
- File Form 20A (if applicable)
- Pay any late filing fees and penalties
- Regularize its statutory compliances under the Companies Act, Income Tax Act, and GST
Timeline for Revival
|
Applicant |
Relevant Section |
Time Limit |
|
Company / Member / Shareholder |
Section 252(1) |
Within 3 years of Gazette publication |
|
Registrar of Companies |
Section 252(2) |
Within 3 years of the strike-off |
|
Creditor / Workman / Other |
Section 252(3) |
Within 20 years of Gazette publication |
|
Voluntary Strike-Off (Company) |
Section 248(2) |
3 years (Company/Member) / 20 years (Others) |
|
Compulsory Strike-Off by RoC |
Section 248(1) |
3 years (Company/Member) / 20 years (Others) |
Why Choose Kanakkupillai for Revival of Struck-Off Companies?
Reviving a struck-off company demands technical expertise, regulatory precision, and courtroom experience. Kanakkupillai is a trusted name in corporate compliance and legal representation. We provide:
- End-to-End Documentation and Compliance Handling: We assist in gathering and vetting all necessary documents, including financials, bank records, resolutions, and affidavits, eliminating the risk of rejection or delay.
- PAN-India Revival Services: Whether your company is registered in Delhi, Mumbai, Chennai, or any other jurisdiction, we offer revival services across all NCLT benches in India, backed by local legal and compliance experts.
- Transparent Process and Costing: We provide clear timelines, deliverables, and professional fees upfront. There are no hidden costs, only reliable execution.
- Post-Revival Compliance Assurance: We go beyond the tribunal order, we help you to file overdue forms (MGT-7, AOC-4, 20A), clear penalties, and restore your company’s “Active” status with the MCA.
Frequently Asked Questions
Is it possible to revive a company that was struck off even if it never generated income or turnover?
Yes. Revival is not limited to companies that had revenue. If the company holds assets, has unsettled liabilities, or had entered into binding contracts or legal obligations, the National Company Law Tribunal (NCLT) may permit restoration, even if operational turnover was absent. The key is to establish that the company’s legal identity still serves a purpose.What is the difference between revival under Section 252(1) and Section 252(3)?
Section 252(1) applies to the company itself or its members, and the application must be filed within three years from the date of the strike-off notification. Section 252(3) allows creditors, workmen, or any aggrieved person to file for revival, and the time limit extends to twenty years from the date of strike-off publication in the Official Gazette.How does strike-off impact the legal standing of a company in ongoing or future litigation?
Once a company is struck off, it cannot legally institute or defend any proceedings. Courts have held that in such cases, revival is necessary to enable either initiation or continuation of lawsuits, arbitrations, or regulatory actions.Can the RoC strike off a company even if it holds government-issued licenses or land allotments?
Yes, however, if such assets are active and the company was struck off without disclosure or due consideration, revival is strongly supported by courts to protect public interest and regulatory integrity. Restoration helps prevent lapses or revocation of industrial plots, environmental clearances, or business licenses.What are the risks of delay in seeking revival, especially after three years?
For companies or their members, any application beyond three years is generally barred under Section 252(1) of the Companies Act, 2015. Only creditors or aggrieved parties may seek revival beyond this period under Section 252(3) of the Companies Act, 2013. Delay must be justified with a valid cause; otherwise, restoration rights may lapse permanently.Can revival be used as a legal strategy by creditors to recover their dues?
Yes. Revival is often pursued by financial institutions, vendors, or employees when they discover that the company has been struck off and they are unable to recover payments or enforce contracts. Once revived, the company regains its legal identity, which enables the creditors to file recovery actions, insolvency filings, or civil suits.What makes Us Different
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