Revival & Restoration of Struck-Off Companies (NCLT)

Strike-off is the process under Section 248 of the Companies Act 2013 by which the Registrar of Companies removes a company's name from the Register of Companies, extinguishing its legal existence from the date of publication in the Official Gazette. It can happen compulsorily under Section 248(1) — typically when the RoC believes the company is not carrying on business or has failed to respond to statutory notices — or voluntarily under Section 248(2), where the company itself applies via Form STK-2 after meeting the eligibility conditions. Once struck off, the company can no longer transact, its bank accounts are generally frozen, and its contracts become difficult to enforce in its own name.

Section 252 of the Companies Act 2013 is the governing provision. Section 252(1) allows the company, a member, or a creditor aggrieved by the strike-off to appeal to the NCLT within 3 years of the RoC's order, on the ground that the strike-off was not justified. Section 252(3) allows the company, a member, or a creditor to apply to the NCLT for restoration on the ground that the company was, at the time of striking off, carrying on business or otherwise in operation — this route has a much longer limitation window of 20 years from the date of the Gazette publication.

It depends on the ground. Under Section 252(1), an appeal must be filed within 3 years from the date of the RoC's strike-off order. Under Section 252(3), an application can be filed within 20 years from the date of publication of the notice of strike-off in the Official Gazette. Beyond 20 years, no restoration application under Section 252 can be entertained regardless of the merits.

No. Restoration petitions under Section 252 are heard by the National Company Law Tribunal (NCLT), not the High Court. Since the Companies Act 2013 provisions on restoration came into force (and the NCLT became operational), jurisdiction over company law matters including restoration shifted from the High Courts to the NCLT and, on appeal, the National Company Law Appellate Tribunal (NCLAT).

The Tribunal expects documentary evidence, not assertions. Commonly accepted evidence includes bank statements showing transactions around or after the strike-off date, GST returns filed for the relevant period, invoices or purchase orders, employee salary records, lease agreements or utility bills in the company's name, and any other contemporaneous record showing the company was operational. The stronger and more contemporaneous the evidence, the more likely the Tribunal is to grant restoration.

Yes. The RoC must be impleaded as a respondent in every restoration petition under Section 252. The RoC files its response based on the company's MCA records — including whether returns were filed, whether the company had any known irregularities, and often specifies conditions (such as filing all pending returns) that it expects the Tribunal to impose if restoration is granted. In some benches, the Regional Director (representing the Ministry of Corporate Affairs) is also given notice.

A further step is required. The NCLT order itself directs restoration, but it does not automatically update the RoC's Register. A certified copy of the order must be filed with the RoC — typically using Form INC-28 — within the time period the NCLT specifies (commonly 30 days from the date of the order). Only once the RoC processes this filing and updates its Register does the company's name and status formally reflect as restored.

Common conditions include: filing all pending annual returns and financial statements for the period the company was struck off, paying the additional fees and any penalty that has accumulated on those late filings, and sometimes payment of costs to the RoC or to the Tribunal as a condition of the order. The exact conditions vary case by case and are stated explicitly in the order — the company must comply with them within the timeframe specified.

The company's assets do not automatically transfer to anyone during the strike-off period, but they become practically inaccessible — bank accounts are typically frozen, and the company (having no legal existence) cannot execute new transactions, sign contracts, or formally deal with its property. In certain circumstances, unclaimed company property can be treated as bona vacantia (ownerless property that may vest in the government) if the company remains struck off indefinitely and no restoration is sought — this is a further reason restoration should be pursued promptly if assets of value are involved.

Yes. Section 252 explicitly allows 'any creditor' aggrieved by the strike-off to file an appeal or application for restoration — independent of whether the company's own directors or members initiate it. This is relevant where a creditor is owed money and needs the debtor company restored to pursue recovery — for example, to enforce a decree, initiate recovery proceedings, or realise security.

No. Director disqualification under Section 164(2) — triggered when a director's company fails to file annual returns or financial statements for three consecutive financial years — is a separate legal consequence from the company's strike-off. Restoring the company under Section 252 addresses the company's status; it does not, by itself, lift a disqualification already in effect for the directors. Directors need to separately assess their disqualification status and the remedies available, which is a distinct legal question.

The cost has several components that vary significantly by case: the NCLT filing fee (a fixed statutory amount for the petition), professional and legal fees for drafting and representation, and — usually the largest and most variable component — the accumulated additional fees on every annual return and financial statement that falls due during the strike-off period. A company struck off for one year has a much smaller backlog than one struck off for four or five years. PNPC computes a case-specific estimate after reviewing the company's filing history rather than quoting a generic figure.

For a reasonably straightforward Section 252(3) case with a cooperative RoC response, the process — from petition filing to a fully restored and compliance-regularised company — typically takes 6 to 10 months. This includes NCLT registry processing, notice periods to the RoC and Regional Director, the hearing itself, order execution via Form INC-28, and post-restoration compliance filing. Complex cases, contested RoC objections, or a heavily booked NCLT bench can extend this well beyond 12 months.

Not always. If the company has no significant assets, no ongoing contracts of value, and no compelling reason to preserve its specific legal identity, incorporating a new company is typically faster (weeks, not months) and cheaper (no historical compliance backlog to regularise). Restoration makes the most sense when the company holds assets that need to be accessed or distributed, has pending litigation that must continue in its name, has valuable licences or contracts tied to the specific entity, or where a creditor needs the entity restored to pursue recovery.

Form INC-28 is the MCA form used to notify the Registrar of Companies of an order passed by a court or Tribunal — including an NCLT restoration order under Section 252. Filing this form with a certified copy of the order is the mechanism by which the RoC actually updates the company's status on the Register. Without this filing, the NCLT's order exists on paper but the company's MCA status remains unchanged, and none of the practical benefits of restoration (functioning bank accounts, ability to file returns, contract enforceability) materialise.

If GST registration was cancelled as a consequence of the company's strike-off (or due to the same non-filing that led to it), the company will typically need to apply for revocation of the GST cancellation (if within the permitted window under the CGST Act) or apply for a fresh GST registration once the company is restored and intends to resume operations. Any pending GST returns for the period before cancellation must also be filed. PNPC coordinates the GST workstream alongside the MCA restoration process.

Not automatically. Banks conduct their own independent verification of the company's restored status — typically requiring the certified NCLT order, the updated MCA master data showing 'Active' status, updated KYC documents, and often a board resolution reconfirming the authorised signatories. Some banks may require the account to be reopened rather than simply reactivated, depending on how long it remained dormant or frozen. PNPC coordinates directly with the bank to streamline this step.

It can. A compulsory strike-off under Section 248(1) generally follows the RoC's own inquiry and a show-cause notice process, and if the company failed to respond or satisfy the RoC at that stage, the restoration petition needs to address both why the company did not respond at the time and why restoration is now justified. This is somewhat different in emphasis from a Section 248(2) voluntary strike-off situation, where the company itself applied for closure — in that scenario, restoration typically needs to establish that the voluntary application was made in error, based on incomplete information, or that circumstances have materially changed.

NCLT proceedings require representation by an advocate enrolled to practise before the Tribunal. PNPC works alongside NCLT-practising counsel as part of an integrated engagement — PNPC handles the CA-side work (compliance diagnosis, evidence assembly, backlog computation, post-restoration filings) while coordinating closely with the legal counsel who drafts and argues the petition. Clients deal with a single coordinated team rather than separately briefing a CA firm and a law firm with no continuity between them.

A struck-off company, having no legal existence, generally cannot maintain or defend litigation in its own name while struck off. Cases where the company is a party typically stall or face procedural objections regarding the company's standing. Restoration is often specifically necessary to resume or continue such proceedings — courts and tribunals will usually require confirmation of restored status before allowing the matter to proceed on its merits.

No. Restoration of a company struck off under Section 248 is a judicial remedy exclusively available through the NCLT under Section 252 — there is no administrative or RoC-only route to reverse a strike-off once it has been notified in the Official Gazette. The only exception is a company still within the RoC's own show-cause and objection window before the strike-off is finalised, which is a different (earlier) stage and not a restoration in the Section 252 sense.

Restoration brings back the exact same legal entity — same CIN, same PAN, same historical contracts, licences, and track record — as if the strike-off had never happened, subject to the compliance conditions imposed by the NCLT. A new incorporation creates an entirely separate legal person with a new CIN and PAN, no connection to the old entity's contracts, litigation, assets, or liabilities (which can be an advantage or disadvantage depending on the situation), and no automatic right to use the exact same name if it is not currently available on the MCA register.

The petition should reflect the company's registered office as last recorded with the RoC, or an updated address if the company intends to operate from a different location upon restoration. If the original registered office is no longer available or accessible (lease expired, property sold), this should be addressed in the petition and followed up with a change-of-registered-office filing (Form INC-22) once the company is restored, so the MCA records reflect a valid, current address.

The auditor's appointment (typically a 5-year term under the Companies (Amendment) Act 2017, which removed the earlier requirement of annual AGM ratification) may have lapsed or the auditor may have formally resigned during the period the company was inactive. Upon restoration, the company needs to appoint (or re-appoint) a statutory auditor and file Form ADT-1, so the pending financial statements for the backlog years can be properly audited and filed.

Yes, the Section 252 process applies equally regardless of whether the company has foreign or NRI shareholders. Where the company received foreign investment, restoration may also require confirming that historical FEMA compliance (such as FC-GPR filings for past share allotments) is in order, since the company will need to demonstrate a clean compliance position going forward. PNPC's cross-border teams in India and the UAE coordinate this where the promoters or shareholders are based outside India.

At minimum: the Certificate of Incorporation, the RoC's strike-off order or the Gazette notification (or MCA master data confirming struck-off status and the relevant date), the last filed financial statements and annual returns before strike-off, and any available evidence of business activity around the strike-off date (bank statements, GST returns, contracts). With these, PNPC can give an initial view on limitation, likely evidentiary strength, and an approximate compliance backlog cost before recommending whether to proceed.

Yes, it is possible — the Tribunal exercises discretion and considers the totality of facts, including the quality and credibility of the evidence presented, whether the RoC or Regional Director raises a substantive objection, whether there is any suggestion of the company being used for an improper purpose, and whether the petition itself is properly drafted and supported. A poorly prepared petition with weak or contradictory evidence can be dismissed even where the underlying facts might otherwise support restoration.

If dismissed, the company remains struck off. Depending on the grounds for dismissal and the remaining limitation period, a fresh petition with stronger evidence may be possible, or an appeal to the National Company Law Appellate Tribunal (NCLAT) against the NCLT's order may be considered. At that point, promoters typically need to weigh whether to pursue further legal remedies or accept the outcome and proceed with fresh incorporation for the underlying business purpose.

Yes. LLPs are governed by the Limited Liability Partnership Act 2008, not the Companies Act 2013, and an LLP that is struck off follows a different restoration mechanism — an application to the NCLT under Section 75 of the LLP Act (which parallels Section 252 of the Companies Act) rather than Section 252 itself. The evidentiary requirements and general approach are broadly similar, but the specific statutory provision and procedural nuances differ. PNPC advises on the correct provision based on the entity type.

Given the wide variance in compliance backlog size, NCLT bench timelines, and case complexity, PNPC does not quote a single flat fee for company revival without first reviewing the company's specific filing history and the strike-off circumstances. After the initial diagnosis, we provide a written fee proposal covering the NCLT petition drafting and representation (in coordination with counsel), the compliance backlog regularisation, and post-restoration operational support — confirmed in writing before any engagement begins.

An NCLT litigation specialist can draft and argue the petition, but restoration success and post-order usability depend equally on the compliance side — accurately diagnosing the filing backlog, computing the true regularisation cost, coordinating auditor appointment, GST reactivation, bank account reactivation, and setting up the compliance calendar that prevents a repeat strike-off. PNPC brings both the CA compliance expertise and coordinates directly with NCLT counsel, so the legal petition and the underlying financial and compliance facts are always aligned — rather than the client having to manage two disconnected professionals.

Underestimating the compliance backlog cost and filing the NCLT petition before fully understanding what regularisation will actually require and cost. A company is restored on paper, but if the promoter has not budgeted for years of accumulated additional fees on annual returns, or has not lined up a statutory auditor to complete backlog financial statements, the restored company can sit in an unusable limbo for months after the NCLT order — technically alive, practically unable to operate.