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What's included:

  • Case analysis
  • Filing NCLT petitions
  • Liaison with authorities
  • Guidance through NCLT proceedings
  • Restoring struck-off companies
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Standard

What's included:

  • Case analysis
  • Filing NCLT petitions
  • Liaison with authorities
  • Guidance through NCLT proceedings
  • Compliance with Companies Act, 2013
  • Restoring struck-off companies
  • Support with ROC filings
  • End-to-end representation and documentation

Revival of Struck off Company   

The process of striking off a company from the official register, as governed by the Registrar of Companies (RoC) under Section 248 of the Companies Act 2013, is a significant legal step that leads to the dissolution of the company, eliminating its corporate identity and legal standing. This action can be initiated either due to non-compliance with statutory obligations or through a voluntary application. However, the Companies Act also offers provisions for the revival of struck-off companies, enabling them to regain their legal status and resume operations. The need for revival can arise for various reasons, such as continuing business, preserving assets, making future business plans, or simply restoring the company’s legal existence.

If your company has been struck off and you are looking to restore it, you’ve come to the right place. At IndiaFilings, we specialise in helping businesses navigate the process of reviving a struck-off company. Our team of experts will guide you through the legal steps, ensuring that your company is restored smoothly and efficiently so you can get back to business without any hassle.

Talk to our experts today and bring back your company!

Strike-Off Company: An Overview

When a company is incorporated under the Companies Act, the Registrar of Companies (RoC) issues a Certificate of Incorporation, marking the company’s official existence and its listing in the Register of Companies. However, a company’s name can be removed from the Register only if it is legally dissolved, either through winding up or amalgamation with another company. Alternatively, if a company becomes defunct, the Companies Act provides a faster route: striking the company’s name off the Register under Section 560 of the Companies Act, 1956.

Key points about the "Strike-Off" process:

  • Temporary Closure: The company’s name is removed from the official Register.

  • Voluntary or Compulsory: The company can apply for strike-off voluntarily, or the RoC can strike it off if certain conditions are met (e.g., failure to comply with statutory obligations).

  • Legal Implications: Once struck off, the company loses its legal identity and ability to conduct business, hold assets, and enter into contracts.

  • Revival Option: The company can be revived within 20 years from the date it was struck off, restoring its legal status and operations.

  • Faster Alternative: Strike-off is a quicker process compared to formal winding up and is used when a company is defunct or no longer wishes to continue its operations.

Grounds for the Strike-Off Company by the ROC

Section 560 of the Companies Act 2013 grants the Registrar of Companies (ROC) the authority to strike off a company's name from the register based on the following grounds:

  • The company has failed to commence operations within one year of its incorporation.

  • The company has not carried out any operations or business for two consecutive financial years, as evidenced by the non-filing of e-Forms AOC-4 and MGT-7 for the previous two years.

  • The subscribers to the company’s memorandum have not paid the subscription money, and a declaration (e-Form 20A) has not been filed within 180 days.

  • The company is found to be inactive after a physical verification of its registered office.

In practice, however, the ROC mainly strikes off companies for failing to file e-Forms AOC-4 and MGT-7 during the preceding two financial years.

Who Can File an Application for Revival of a Struck-Off Company?

The following individuals or entities are eligible to file an application for the revival of a struck-off company under the Companies Act, 2013:

  • The Company Itself: The company that has been struck off can directly file an application for its revival.

  • Members of the Company: Shareholders or members of the company can file an application if they are affected by the company’s striking off.

  • Creditors: Creditors who are owed money by the company and are affected by its dissolution can apply for revival.

  • Workmen: Employees or workmen of the company whose livelihoods are impacted by the strike-off can file for revival.

  • Registrar of Companies (RoC): The RoC may file an application for revival if it believes the company’s name was struck off by mistake or due to incorrect information.

  • Any Aggrieved Person: Any person who is adversely affected by the Registrar’s order to strike off the company can file for its revival within the stipulated timeframe.

How to Restore a Struck-Off Company?

Struck-off companies have the option to seek revival under the provisions of the Companies Act, 2013. The revival process involves re-registering the company to restore its legal status, allowing it to resume business activities. Governed by specific sections of the Companies Act, the revival procedure requires the company to file an application with both the Registrar of Companies (RoC) and the National Company Law Tribunal (NCLT). To successfully revive the company, certain conditions must be met, including rectifying any previous compliance issues. The revival process is vital for companies that wish to reinstate their corporate identity and re-engage in business operations.

Revival Process for Struck-Off Companies under the Companies Act, 2013

To apply for revival of struck-off company, applicants must comply with Rule 87A of the National Company Law Tribunal (Amendment) Rules, 2017 and submit an application in FORM NCLT 9, with a prescribed fee. If your company has been struck off from the official list of registered companies, there is still hope for its revival. Under Section 252 of the Companies Act, 2013, a company that has been removed from the register can apply to have its name restored. Here's how it works in simple terms:

  • Filing an Appeal: If your company has been struck off and you want to restore its name, you can file an appeal with the National Company Law Tribunal (NCLT) with Form NCLT-9. This appeal must be filed within three years from the date the company was struck off.

  • Broader Scope for Appeals: Under the current law, more people can appeal the decision to strike off a company. Previously, only the company, its members, or creditors could appeal, but now even the Registrar of Companies (RoC) can appeal if the strike-off happened by mistake.

  • No Extra Notices: In the past, the RoC had to send a second notice if the company didn’t respond to the first one, giving more time. But now, this step has been removed, making the process quicker and more streamlined.

  • Further Appeals: If you're not happy with the NCLT's decision, you can take the matter to the National Company Law Appellate Tribunal (NCLAT). In extreme cases, appeals can even be made to the courts under Articles 32 and 226 of the Indian Constitution.

A company struck off under Section 560 can be restored to the Register of Companies through a court order. The court may issue directions and make provisions to place the company and its stakeholders in the same position as if the company’s name had never been struck off.

Timeframe for Filing an Appeal for Revival of a Struck-Off Company

If your company has been struck off from the official register and you wish to revive it, the timeframes for filing an appeal depend on the circumstances:

  • General Appeal: Any person aggrieved by the Registrar of Companies (RoC)'s order can file an appeal within 3 years from the date of the Registrar’s order.

  • Registrar’s Appeal: If the RoC believes that the company’s name was struck off by mistake or due to incorrect information provided by the company or its directors, the RoC itself can file an appeal within 3 years.

  • Appeal by Affected Parties: The company itself, along with its members, creditors, or workmen who are affected by the strike-off, can file an appeal within 20 years from the date the notice of strike-off is published in the Official Gazette.

  • Voluntary Strike-Off: In cases of voluntary strike-off, the appeal period is 20 years from the date of the strike-off notice.

  • Compulsory Strike-Off by RoC: For companies struck off compulsorily by the RoC, the appeal must be filed within 3 years from the date of the RoC’s order for revival.

It's important to be aware of these deadlines, as timely action is necessary for restoring the company’s legal status.

Factors Considered by NCLT for Revival of Struck-Off Companies

The National Company Law Tribunal (NCLT) generally considers the following factors when reviewing an application for the revival of a struck-off company:

  • Whether the company owns any immovable property.

  • Whether the company has complied with tax authorities such as Income Tax, GST, Provident Fund, and others, in addition to the Registrar of Companies (ROC).

  • Whether there are active transactions in the company’s bank statements, indicating that the company is still operational.

  • Whether the company has renewed any licenses on an annual basis, such as FSSAI, Excise, and others, that are required for its operations.

  • Any other relevant documents, depending on the specific circumstances of each case.

These factors help the NCLT determine whether the company should be revived.

Documents Required for the Revival of a Struck-Off Company

To apply for the revival of a struck-off company, you need to submit an application in the NCLT 9 format along with a demand draft of Rs.1000, payable to the Ministry of Corporate Affairs. The following documents must be attached to the application:

  • An affidavit confirming the petition (in NCLT 9 format)

  • The order from the ROC that struck off the company

  • Certificate of Incorporation

  • Memorandum of Association

  • The latest audited financial statements, including any financial years for which the company hasn’t filed with the ROC

  •  Bank statements

  • A certified copy of the Board Resolution that gives permission for a professional to represent the company in court

  • Memorandum of Appearance

  • Any other relevant documents based on the specifics of the case

How to Revive a Struck-Off Company: A Step-by-Step Guide

Reviving a struck-off company is a legal process that allows a company to restore its status and resume business activities. If your company has been struck off from the Register of Companies, here is a detailed process to bring it back into the fold:

    Step 1: File a Petition with the NCLT

    Begin by filing a petition with the National Company Law Tribunal (NCLT) using Form NCLT-9. Include a demand draft of Rs. 1,000 payable to the Ministry of Corporate Affairs (MCA).  

    Step 2: Serve a Copy of the Petition

    Serve a copy of the petition to the Registrar of Companies (ROC) and any other parties designated by the Tribunal. Ensure this is done at least 14 days before the scheduled hearing.

    Step 3: Attend the Tribunal Hearing

    The NCLT will hold a hearing to review the petition. The petitioner and the ROC will present their arguments, and the Tribunal will assess the situation. If satisfied, the Tribunal may issue an order to restore the company’s name.

    Step 4: Receive the Tribunal’s Order

    If the petition is accepted, the NCLT will issue an order to restore the company’s name in the Register of Companies. The following actions must be taken: Submit a certified copy of the Tribunal’s order to the ROC within 30 days. The ROC will publish the order in the official gazette, along with the company’s name and seal. Pay any necessary fees for the revival, as per the Tribunal’s instructions.

    Step 5: Submit Documents to ROC

    Submit the Tribunal’s order in Form INC-28 to the ROC within 30 days for official recognition.

    Step 6: Official Gazette Publication

    The ROC will publish the restoration order in the Official Gazette, confirming the company’s revived status.

    Step 7: File Pending Documents

    The company must file any outstanding annual returns and financial statements as per the Companies Act, 2013, to comply with legal obligations.

    Benefits of Activating a Struck-Off Company

    Reviving a struck-off company offers several advantages, especially for stakeholders who wish to restore the company’s legal status and resume its operations. Here are the key benefits:

    • Restoration of Legal Identity: The company regains its status as a legal entity, enabling it to enter into contracts, sue or be sued, and function as a corporate body.

    • Access to Assets: Activating the company ensures that its assets, including properties, bank accounts, and intellectual property, are no longer frozen and can be utilized.

    • Protection of Stakeholders’ Interests: Revival safeguards the interests of shareholders, creditors, and employees by enabling the company to meet its obligations and continue its operations.

    • Continuation of Business Operations: The company can resume its business activities, capitalise on market opportunities, and generate revenue once it is reinstated.

    • Preservation of Licenses and Approvals: Reinstating the company allows it to retain and renew any essential licenses or registrations required for its business.

    • Avoidance of New Incorporation Costs: Revival eliminates the need to incorporate a new company, saving significant time and costs associated with registration and compliance.

    • Resolution of Pending Compliance Issues: Activation provides an opportunity to resolve past non-compliance issues and align with statutory requirements, ensuring smooth operations moving forward.

    Why Choose IndiaFilings for the Revival of a Struck-Off Company?

    At IndiaFilings, we specialise in helping businesses restore their struck-off companies efficiently and effectively. Our team of experts ensures a smooth process by guiding you through the legal requirements, preparing the necessary documentation, and filing petitions with the National Company Law Tribunal (NCLT). With years of experience, we provide personalised support to help you get your company back on track, saving you time and effort while ensuring compliance with all regulatory requirements.

    Ready to Restore Your Struck-Off Company? Contact IndiaFilings today and let our experts guide you through the revival process with ease.

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    Frequently asked questions

    Common questions about Revival of Struck.

    A struck-off company is a business entity removed from the Register of Companies (RoC) by the Registrar. This can occur due to non-compliance, such as failure to file annual returns or financial statements, or if the company is inactive. A struck-off company is essentially dormant but can be revived through a legal process.
    Revival means restoring a company’s legal status by getting its name re-entered in the Register of Companies. The process involves applying to the National Company Law Tribunal (NCLT) and complying with legal and regulatory requirements. Once revived, the company can resume operations as if it was never struck off.
    The following are common reasons:
    • Failure to file financial statements (e-Form AOC-4) and annual returns (e-Form MGT-7) for two consecutive financial years.
    • Not commencing business within one year of incorporation.
    • Non-payment of the subscription amount by subscribers and failure to file e-Form 20A within 180 days of incorporation.
    • Being found inactive during physical verification of the registered office.
    • Step 1: Prepare a petition in the NCLT-9 format and attach required documents such as the Certificate of Incorporation, Memorandum of Association, financial statements, and the ROC strike-off order.
    • Step 2: File the petition with the jurisdictional Bench of NCLT, along with the applicable fees.
    • Step 3: Serve a copy of the petition to the Registrar of Companies and other concerned parties as directed by the Tribunal.
    • Step 4: Attend the NCLT hearing, present your case, and address any objections raised by the ROC or stakeholders.
    • Step 5: Comply with the Tribunal’s directions, which may include filing overdue financials and annual returns and paying penalties or costs.
    The company itself or its members, creditors, or employees affected by the strike-off can apply.
    • Any person aggrieved by the Registrar’s order can file an appeal within 3 years.
    • The Registrar may also initiate revival if the strike-off was due to an error or misinformation.
    • For voluntary strike-offs, appeals can be filed within 20 years, whereas for compulsory strike-offs by the ROC, the appeal period is 3 years.
      A petition in NCLT-9 format with a demand draft of â‚ą1,000 payable to the Ministry of Corporate Affairs.
    • ROC strike-off order.
    • Certificate of Incorporation and Memorandum of Association.
    • Latest audited financial statements.
    • Bank statements showing operational transactions.
    • Affidavit verifying the petition.
    • Certified Board Resolution authorising representation in court.
    • Any other relevant documents specific to the case.
    • For ROC-ordered strike-off: You must file an appeal within 3 years from the date of the Registrar’s order.
    • For strike-offs published in the Official Gazette: Appeals can be filed up to 20 years from the date of publication.
    The NCLT assesses the following:
    • Ownership of immovable property by the company.
    • Compliance with tax authorities like Income Tax, GST, and Provident Fund.
    • Bank statements indicating operational activity.
    • Renewal of operational licenses, such as FSSAI or Excise.
    • Any other relevant documents provided by the petitioner.
    • The company must deliver a certified copy of the Tribunal’s order to the ROC within.
    • The ROC will publish the order in the Official Gazette.
    • The company must file pending financial statements and annual returns with the ROC, along with any applicable late fees.
    • Any additional penalties or compliance requirements directed by the Tribunal must be fulfilled.
    To apply for the revival of a struck-off company, applicants must comply with Rule 87A of the National Company Law Tribunal (Amendment) Rules, 2017. The application should be submitted using FORM NCLT 9, along with the prescribed fee.