Company Strike Off Clearance
Company Strike Off Clearance
The Ministry of Corporate Affairs has recently completed strike off of lakhs of private limited companies that failed to file MCA annual return. The Directors of such defaulting company were also disqualified from being a Director in a Company. In this article, we look at the procedure for reviving a company that was marked as strike off by the MCA for defaulting.
Appoint New Directors in lieu of Disqualified Directors
If the company was marked as strike off or all the existing Directors of a company were disqualified, the first step is to appoint new Directors to the Board.
Through a recent clarification, the MCA has instructed the ROCs to accept the appointment of new Directors. While appointing new Directors, there maybe an issue with respect to role check. In such cases, the ROCs already have the facility to add signatory details form the back end with the approval of RD. Hence, ROCs and RDs have to instructed to clear all applications for appointment of new Directors within a week of date of receipt of application.
File Application with NCLT
An application must be filed by the promoters of the company to the NCLT or National Company Law Tribunal for changing status of the company from strike off to active. Only a practising Company Secretary or Chartered Accountant or Cost Accountant can appear before the NCLT. Hence, the professional appearing on behalf of the promoters must be authorised by way of Form 12 Memorandum of Appearance before NCLT.
A copy of format of Form 12 – Memorandum of Appearance before NCLT is attached below.Form 12 Memorandum of Appearance for NCLT
Documents to be Submitted
Along with Form 12, NCLT documentation for change of status from strike off to active must be prepared and submitted in 2 green sheet and 1 normal paper. All documents must be signed by the Authorised Signatory or Director of the company. Company seal must also be affixed. In addition, the following documents must be submitted:
- Form 9 to be prepared
- Reason for the Strike off (From MCA notice)
- Notice copy attachment
- MCA master data
- MOA/AOA copy to be attached
- Last year MCA return filing copy. The newly appointed director in the previous step can file the MCA annual return on behalf of the company.
- Board Resolution for Authorized Signatory
- Incorporation Certificate copy
- Rs 2500/- fees DD challan in the favour of ” Pay and Accounts officer Ministry of Corporate Affairs”
Submission of Documents
All of the above documents must be submitted to the NCLT and the concerned ROC office. Once the application is received with all necessary documents, the NCLT will call for hearing. The practising professional authorised can appear before the NCLT to present the facts of the case. If the NCLT is satisfied with the information presented, the status of the company would be changed from strike off to active. The entire process takes about 1 to 2 months on average.
Once the strike off is cleared and the status of the company is marked as active, the process for DIN reactivation can be initiated.