How to Revive a Struck Off Company in India (NCLT Process)

A company struck off by the Registrar of Companies (ROC) under Section 248 of the Companies Act, 2013 loses its legal identity, its directors face disqualification, and its assets vest in the Central Government. But strike off is not the end. Section 252 of the Companies Act provides a clear legal remedy: any aggrieved person, including the company, its members, creditors, or workmen, can file an appeal before the National Company Law Tribunal (NCLT) to restore the company to the Register of Companies. The NCLT restoration process involves filing all pending statutory returns, preparing a petition with supporting affidavits, serving notice to the ROC, attending hearings, and obtaining a restoration order that reverses the strike off. This guide covers every step of the revival process, the documents required, NCLT filing fees, professional costs, realistic timelines, and the compliance obligations that resume after the company is restored to active status in 2026.

What Does "Struck Off" Mean for a Company?

When a company is "struck off," the Registrar of Companies removes the company's name from the Register of Companies maintained under the Companies Act, 2013. The company ceases to exist as a legal entity from the date the ROC publishes the strike off order in the Official Gazette. The company's status on the MCA portal changes from "Active" to "Struck Off," and it can no longer conduct any business, enter into contracts, operate bank accounts, or exercise any corporate powers.

Strike off is different from winding up or liquidation. In winding up, the company goes through a formal process of settling debts, distributing assets, and dissolving under supervision of the NCLT or a liquidator. Strike off, on the other hand, is an administrative action by the ROC that removes the company from the register without going through the full liquidation process. The ROC can initiate strike off on its own (suo motu) or the company can apply for voluntary strike off through Form STK-2.

The legal basis for ROC-initiated strike off is Section 248 of the Companies Act, 2013. This section authorises the ROC to remove a company from the register if the company has failed to file annual returns and financial statements for two or more consecutive financial years, has not commenced business within one year of incorporation, or is not carrying on any business operations. Before striking off, the ROC must issue a notice to the company and its directors, giving them an opportunity to show cause why the company should not be struck off.

The consequences of strike off are immediate and severe. The company loses its legal personality, all its property vests in the Central Government under Section 248(6), and its directors face automatic disqualification under Section 164(2). Bank accounts are frozen, ongoing contracts become unenforceable, and the company cannot file tax returns or claim refunds. However, the liabilities of directors, managers, and members continue despite the strike off under Section 248(7), which means creditors and tax authorities can still pursue claims.

Why Does the ROC Strike Off Companies?

The Registrar of Companies does not strike off companies arbitrarily. Section 248 of the Companies Act, 2013 prescribes specific grounds that must exist before the ROC can initiate strike off proceedings. Understanding these grounds is critical because the NCLT will examine the original reason for strike off when deciding the restoration petition.

The most common ground is non-filing of annual returns. If a company fails to file its annual return (Form MGT-7) and financial statements (Form AOC-4) for two or more consecutive financial years, the ROC has the power to issue a notice under Section 248(1)(c) seeking to strike off the company. This is the ground under which the vast majority of Indian companies are struck off, often because the promoters abandoned the company without formally closing it, or because they were unaware of the annual filing requirements.

The second ground is failure to commence business. Under Section 248(1)(a), if a company has not commenced business within one year from the date of incorporation and the subscribers have not paid the subscription money, the ROC can initiate strike off. This typically affects shell companies or companies incorporated for projects that never materialised. The third ground under Section 248(1)(d) covers companies that are not carrying on any business or operation for two consecutive financial years and have not applied for dormant status under Section 455.

Before striking off, the ROC follows a mandatory procedure. The ROC sends a notice to the company and all its directors at their registered addresses, giving 30 days to respond with reasons why the company should not be struck off. If the company or directors fail to respond, or if their response is unsatisfactory, the ROC publishes a notice in the Official Gazette and on the MCA portal, providing another 30 days for any person to object. Only after both notice periods have expired without a satisfactory response does the ROC proceed with the strike off order. This procedural requirement is important because failure by the ROC to follow the proper notice procedure can itself become a ground for restoration at the NCLT.

Consequences of a Company Being Struck Off

The consequences of strike off affect every stakeholder associated with the company. Directors, shareholders, creditors, employees, and even customers face immediate and long-term repercussions. Understanding these consequences motivates timely action and helps build a stronger case for restoration before the NCLT.

The most immediate consequence affects the directors of the company. Under Section 164(2) of the Companies Act, 2013, every director who was on the board at the time of the company's failure to file annual returns is automatically disqualified from being appointed as a director in any company for 5 years. This disqualification is not limited to the struck off company. The disqualified director cannot serve on the board of any other company, including companies where they held directorship before the strike off. Their DIN is flagged as "Disqualified" on the MCA portal, and any company attempting to appoint them will face form rejection.

The property consequences are equally severe. Section 248(6) states that all property and assets of the struck off company, including movable and immovable property, intellectual property, receivables, and bank balances, vest in the Central Government upon dissolution. The government does not actively seize these assets in most cases, but the legal title transfers automatically. This means the company cannot sell, transfer, mortgage, or otherwise deal with its property while it remains struck off. Real estate owned by the company cannot be transferred through a sale deed, and the registration authority will refuse to register any transaction involving property of a struck off company.

For the directors, the disqualification under Section 164(2) creates a cascading effect. If a director holds positions in multiple companies, all those companies must vacate the director's office and file Form DIR-12 for cessation. The director's existing companies face the burden of finding replacement directors, and any filings requiring the disqualified director's DSC will be rejected by the MCA portal. This collateral damage to other companies is often the strongest motivating factor for directors to urgently pursue restoration of the struck off company.

Who Can Apply for Revival of a Struck Off Company?

Section 252(1) of the Companies Act, 2013 specifies four categories of persons who can file an appeal before the NCLT for restoration of a struck off company. The provision is designed to protect the interests of all stakeholders who may be adversely affected by the ROC's decision to remove the company from the register.

The company itself can apply for restoration through its authorised representative. Even though the company has been struck off and technically does not exist as a legal entity, the law permits it to approach the NCLT for this specific purpose. The board of directors (though disqualified for other purposes) retains the authority to pass a resolution authorising the NCLT petition for restoration. This legal fiction is necessary because otherwise no struck off company could ever seek its own revival.

Any member (shareholder) of the company can independently file a Section 252 petition without needing consent from other members or directors. This is particularly relevant in situations where some shareholders want revival but others are indifferent or unreachable. A single shareholder holding even one share has the legal standing to approach the NCLT. Creditors of the company also have standing to file restoration petitions. Creditors typically seek restoration to recover outstanding debts, enforce security interests over company assets, or pursue legal claims that require the company to exist. Banks, financial institutions, trade creditors, and even government departments (for tax recovery) can file as creditors.

The fourth category is workmen of the company. Employees who have unpaid wages, gratuity, provident fund contributions, or other employment-related claims can file for restoration to enforce their rights. The NCLT gives particular attention to workmen's petitions because of the social justice dimension involved in protecting employee rights.

Time Limit for Filing a Revival Application

The time limit for filing a Section 252 appeal is one of the most critical aspects of the restoration process. Section 252(3) prescribes that the appeal must be filed before the NCLT within 3 years from the date on which the notice of the company being struck off was published in the Official Gazette. This 3-year window is a hard limitation period, and missing it can permanently extinguish the right to seek restoration.

The limitation clock starts from the date of publication of the strike off notice in the Official Gazette, not from the date the ROC passed the strike off order internally or the date the status was updated on the MCA portal. The Official Gazette publication date is the legally relevant date. You can verify this date by checking the MCA portal or requesting the information from the ROC office. In some cases, there is a gap of several weeks between the internal ROC order and the Gazette publication, and this gap works in the applicant's favour by extending the available time.

After the 3-year limitation period expires, the right to file under Section 252 technically lapses. However, Indian courts have recognised limited exceptions. The Supreme Court and various High Courts have permitted condonation of delay in exceptional circumstances, such as when the applicant was not aware of the strike off (particularly common when ROC notices were sent to an old address), when pending litigation requires the company's existence as a party, or when the company holds significant assets that would otherwise vest permanently with the government. These exceptions are narrow and not guaranteed, so relying on them is risky.

The practical implication is straightforward: file the restoration petition as early as possible within the 3-year window. Earlier filing gives you more time for hearings, reduces accumulated late filing fees, and demonstrates urgency and good faith to the NCLT bench. Companies that file in the third year of the limitation period face higher costs (3 additional years of late fees) and may encounter scheduling difficulties if the NCLT needs multiple hearings before the limitation expires.

Documents Required for NCLT Restoration

The NCLT requires a comprehensive set of documents to process a Section 252 restoration petition. Incomplete documentation is the most common reason for adjournments and delays. Prepare all documents before filing the petition to avoid unnecessary hearings.

The affidavit from directors is one of the most important documents. It should explain, in specific detail, why the company failed to file its annual returns and financial statements for the defaulting years. Common reasons include genuine oversight, illness of the responsible director, departure of the company secretary or accountant, or the mistaken belief that a dormant company does not need to file returns. The affidavit must be truthful, as false statements can result in perjury charges and automatic rejection of the petition.

The board resolution must be drafted carefully. Even though the directors are technically disqualified under Section 164(2), they retain the authority to pass a resolution specifically for the purpose of filing the NCLT restoration petition. The resolution should authorise a named director to file the petition, engage an advocate, and take all necessary steps for the restoration process. It should also authorise the filing of all pending returns and payment of all outstanding MCA fees.

Step-by-Step NCLT Restoration Process

The NCLT restoration process follows a structured legal procedure from petition preparation to final restoration order. Each step must be completed in sequence, and skipping or rushing any step can result in adjournments, additional costs, or outright rejection. The process described below applies to companies struck off by the ROC under Section 248 and seeking restoration under Section 252.

Step 1: Obtain Company Master Data from MCA

Start by downloading the company master data from the MCA V3 portal. Enter the company's CIN (Corporate Identification Number) in the "View Company/LLP Master Data" section. The master data shows the company's current status (Struck Off), date of strike off, date of last annual return filed, date of last financial statement filed, names of all current and former directors, registered office address, and authorised and paid-up share capital.

This information serves multiple purposes. It confirms the exact date of strike off and helps calculate whether you are within the 3-year limitation period under Section 252(3). It identifies the last filing year, which determines how many years of pending returns need to be filed. It lists the directors at the time of strike off, which determines who is disqualified under Section 164(2) and who needs to sign the restoration petition and affidavit.

Save a dated printout of the company master data as it will be attached as an annexure to the NCLT petition. Also note the ROC jurisdiction (for example, ROC Mumbai, ROC Delhi, ROC Bangalore) because this determines which NCLT bench has jurisdiction over the restoration petition. The NCLT bench in whose jurisdiction the company's registered office falls is the appropriate bench for filing.

Step 2: File All Pending Annual Returns (AOC-4, MGT-7)

Before filing the NCLT petition, file all overdue annual returns and financial statements for every defaulting financial year. This includes Form AOC-4 (financial statements including Balance Sheet, Profit and Loss Account, and Directors' Report) and Form MGT-7 (annual return with details of shareholders, directors, and corporate governance compliance) for each year.

The MCA V3 portal allows filing of overdue forms even for struck off companies, though the process may require assistance from an MCA-registered professional (Company Secretary or Chartered Accountant) to handle the portal's validation checks. Each overdue form attracts a late filing fee of ₹100 per day from the original due date until the actual date of filing. For a company with 3 years of pending filings (6 forms: 3 AOC-4 and 3 MGT-7), the late fees alone can range from ₹1,50,000 to ₹3,00,000 or more.

Filing pending returns before the NCLT petition serves two purposes. It demonstrates bona fide intention to restore the company and comply with the law going forward, which the NCLT bench views favourably. It also reduces the conditions the NCLT may impose in the restoration order. If returns are already filed, the NCLT does not need to impose a deadline for future filing, simplifying the order and the post-restoration process.

Engage a Chartered Accountant to prepare the financial statements for the defaulting years and a Company Secretary to prepare and file the annual returns. The CA will need access to the company's books of accounts, bank statements, and any available records to reconstruct the financials. If no records are available, the CA prepares the financials based on bank statements and other available evidence, with appropriate disclosures about the limitations.

Step 3: Clear All Pending MCA Fees and Penalties

After filing all pending returns, verify that all MCA fees and penalties are fully paid. This includes the regular filing fees for each form, the additional late filing fees at ₹100 per day, and any penalties imposed by the ROC through separate orders. Download all payment challans and SRN receipts from the MCA portal as proof of payment.

The ROC may have issued separate penalty notices under various sections (for example, under Section 92(5) for failure to file annual returns or Section 137(3) for failure to file financial statements). Check the company's MCA filing history and any correspondence from the ROC to identify all outstanding penalty orders. These must be paid before or along with the NCLT petition to demonstrate complete compliance.

Prepare a detailed compliance clearance chart showing each pending form, its due date, date of actual filing, late fees paid, and the SRN of the filed form. This chart becomes an annexure to the NCLT petition and helps the bench quickly verify that all compliance defaults have been rectified. The more organised and transparent your documentation, the smoother the NCLT proceedings.

Step 4: Prepare the NCLT Petition Under Section 252

The NCLT petition is the core legal document in the restoration process. It must be drafted by a practising advocate or Company Secretary with experience in NCLT proceedings. The petition follows a prescribed format under the NCLT Rules, 2016 and must contain specific information and prayers.

The petition must include: the name, CIN, and registered address of the company; the date and grounds of strike off; the names and details of all directors; the reason why the company failed to file returns (explained in detail); the steps taken to clear all pending defaults; the current status of all MCA filings; and a specific prayer requesting the NCLT to restore the company name to the Register of Companies. The petition must be verified by the petitioner (director, member, or creditor as applicable) and supported by an affidavit.

The supporting affidavit must state all facts on oath and explain the circumstances that led to non-compliance. The affidavit should specifically address the following points: how the company was incorporated and its business activities; when and why filing defaults began; what efforts were made to rectify the defaults; what steps have been taken now (all returns filed, fees paid); and the petitioner's commitment to maintaining compliance going forward. Attach all supporting documents as annexures numbered sequentially.

The petition should also include a list of pending legal proceedings involving the company (if any), details of the company's assets and liabilities, and any other material facts that the NCLT bench should be aware of when considering the restoration application.

Step 5: File the Petition with the Appropriate NCLT Bench

File the petition with the NCLT bench that has jurisdiction over the registered office of the company. India has 16 NCLT benches across major cities including Mumbai, Delhi, Chennai, Kolkata, Bengaluru, Hyderabad, Ahmedabad, Allahabad, Chandigarh, Cuttack, Guwahati, Jaipur, Kochi, and Indore. The NCLT e-filing portal allows electronic filing of petitions.

Pay the prescribed NCLT filing fee at the time of submission. The fee schedule under the NCLT Rules, 2016 is based on the company's paid-up share capital: ₹5,000 for companies with paid-up capital up to ₹1 lakh; ₹10,000 for paid-up capital between ₹1 lakh and ₹5 lakh; and ₹25,000 for paid-up capital exceeding ₹5 lakh. Pay through the NCLT's prescribed payment method (demand draft or online payment through the e-filing portal).

After filing, the NCLT registry assigns a case number (for example, CA (AT)/252/NCLT/MUM/2026) and schedules a date for the first hearing. The first hearing date is typically 30 to 45 days from the date of filing, though this varies by bench based on the pendency of cases. Obtain the filing acknowledgement, case number, and hearing date from the registry.

Step 6: Serve Notice to the Registrar of Companies

The NCLT requires the petitioner to serve a copy of the petition and all annexures on the Registrar of Companies. The ROC is a mandatory respondent in every Section 252 proceeding because it was the ROC who initiated the strike off action. Service must be completed within the time specified by the NCLT (usually 14 days from the filing date or as directed in the first hearing order).

Serve the notice through registered post with acknowledgement due (AD) or through speed post to the ROC office that has jurisdiction over the company. Retain the postal receipt and acknowledgement card as proof of service. Some NCLT benches also accept service through the petitioner's advocate directly delivering the petition to the ROC office and obtaining an acknowledgement stamp on a copy.

The ROC typically has 30 days from the date of service to file a reply or counter-affidavit. In the reply, the ROC either supports the restoration (if all compliances are cleared and no adverse issues exist) or opposes it (if there are pending investigations, serious violations, or regulatory concerns). In the majority of cases involving simple non-filing defaults, the ROC either files a supportive reply or does not oppose the petition.

Step 7: Attend the NCLT Hearing

On the scheduled hearing date, the petitioner's authorised advocate appears before the NCLT bench and presents the case for restoration. The advocate summarises the petition, explains the reasons for the original non-compliance, highlights the compliance rectification steps taken, and requests the bench to restore the company to the register.

The NCLT bench may ask specific questions about the company's business, the directors' involvement, the reason for the delay in filing returns, and the petitioner's plans for the company after restoration. The bench will also check whether the ROC has filed a reply and whether there are any objections. If the ROC has not filed a reply despite service, the bench may either proceed ex parte or grant one more opportunity to the ROC to respond.

Complex cases may require multiple hearings. Common reasons for adjournments include: the ROC not having filed a reply, incomplete documentation by the petitioner, the bench requiring additional affidavits or documents, or the involvement of third parties (creditors or other claimants) who need to be heard. Each adjournment adds 30 to 60 days to the timeline. Simple cases with clear non-filing defaults and complete documentation are often decided in 1 to 2 hearings.

Step 8: Obtain the NCLT Restoration Order

When the NCLT bench is satisfied that the petition is genuine, the defaults have been rectified, and restoration is in the interest of the company and its stakeholders, it issues a restoration order directing the ROC to restore the company name to the Register of Companies. The order is typically passed at the hearing itself or within 2 to 4 weeks after the final hearing.

The NCLT restoration order usually includes specific conditions:

• File all pending returns within 30 to 60 days from the date of the order (if not already filed)
• Pay costs of ₹5,000 to ₹25,000 to the ROC or to the NCLT fund
• Appoint a statutory auditor within 30 days if the position is vacant
• File DIR-3 KYC for all directors within 30 days
• Maintain active compliance and file all future returns on time
• Any other conditions the bench considers appropriate

Obtain 2 to 3 certified copies of the NCLT order from the NCLT registry. You need one copy for filing with the ROC (Form INC-28), one for the company's records, and one for the bank to unfreeze the company's accounts. Certified copies typically take 7 to 15 working days to be issued by the NCLT registry after the order is pronounced.

Step 9: File INC-28 with ROC (NCLT Order)

Within 30 days of receiving the certified copy of the NCLT restoration order, file Form INC-28 (Order of the Court or Tribunal) with the ROC through the MCA V3 portal. Attach the certified copy of the NCLT order as the primary annexure. Pay the applicable filing fee for Form INC-28.

The ROC processes Form INC-28 and updates the company's status on the MCA portal from "Struck Off" to "Active." This status change is visible in the company's master data and confirms that the company has been officially restored to the Register of Companies. The restoration is deemed effective from the date of the NCLT order, not from the date of filing INC-28 or the date of MCA status update.

The processing time for Form INC-28 is typically 15 to 30 working days. Monitor the SRN status on the MCA portal for updates. If the ROC raises any queries or resubmission requests, respond promptly to avoid delays. Once the status changes to Active, download the updated company master data as proof of restoration for banks, tax authorities, and other stakeholders.

Step 10: Restore Director DINs and Resume Operations

After the company's status changes to Active on the MCA portal, the Section 164(2) disqualification on the directors' DINs is lifted. The MCA system removes the disqualification flag, and the directors regain their eligibility to serve on the boards of other companies as well. However, directors must file DIR-3 KYC for all pending years to reactivate their DINs to fully operational status.

With the company restored and DINs reactivated, proceed with the following operational steps: approach the company's bank with the certified NCLT order and updated MCA master data to unfreeze the bank accounts; update the company's GST registration status by informing the GST officer and filing any pending returns; file all pending income tax returns with the Income Tax Department; appoint a statutory auditor (if the position is vacant) and file Form ADT-1; hold a board meeting within 30 days to formally resolve the post-restoration compliance calendar; and resume normal business operations.

The company is now in the same legal position as if it had never been struck off. All contracts, licences, registrations, and property rights are restored. However, the period during which the company was struck off remains on the MCA record, and any transactions that occurred during the struck off period remain void.

Cost of Reviving a Struck Off Company in 2026

The total cost of reviving a struck off company through the NCLT depends on the number of years of pending filings, the paid-up share capital of the company (which determines the NCLT filing fee), and the complexity of the case. Below is a detailed breakdown of all cost components that you should budget for before starting the restoration process.

The MCA late filing fee is usually the single largest cost component. At ₹100 per day per form, a company with 3 years of pending AOC-4 and MGT-7 filings (6 forms total) accumulates late fees of approximately ₹2,00,000 to ₹3,00,000. Companies with 5 or more years of defaults face even higher penalties. This is why early action is critical. Every additional day the company remains in default increases the total cost by ₹100 per pending form.

Professional fees for the advocate and Chartered Accountant depend on the city and the professional's experience. In metro cities like Mumbai, Delhi, and Bangalore, advocate fees for NCLT matters typically range from ₹1,00,000 to ₹2,00,000 for the complete restoration process. In smaller cities, fees may be lower. CA fees for preparing financial statements depend on the complexity of the company's affairs, the availability of accounting records, and the number of defaulting years. Factor in all costs at the beginning so there are no surprises during the process.

Director Disqualification Under Section 164(2)

Section 164(2) of the Companies Act, 2013 is the provision that causes the most collateral damage when a company is struck off. This section disqualifies every person who is a director of a company that has not filed annual returns or financial statements for a continuous period of 3 financial years from being reappointed as a director in that company or appointed as a director in any other company for a period of 5 years.

The disqualification is automatic and immediate. The MCA system flags the DIN of every director who was on the board during the period of non-filing. The flag is visible on the MCA portal when checking the director's DIN status. Once flagged, the director cannot digitally sign any MCA form for any company, and any company that attempts to appoint the disqualified person as a director will have the appointment form rejected by the MCA system.

The impact extends beyond the struck off company. If a disqualified director holds directorships in 3 other active companies, all those companies must file Form DIR-12 for the director's cessation. These companies lose a board member, and if the disqualified director was the sole signatory or a key management person, the companies face operational disruptions. This cascading effect on other companies often causes significant business harm, especially for serial entrepreneurs who sit on multiple boards.

Restoration of the struck off company through the NCLT automatically removes the Section 164(2) disqualification. Once Form INC-28 is filed and the company status changes to Active, the MCA system lifts the disqualification flag on the directors' DINs. The directors can then file DIR-3 KYC, reactivate their DINs, and resume directorships in all companies. There is no separate application or appeal required to remove the disqualification; it is an automatic consequence of the company's restoration.

Property and Assets After Strike Off

The treatment of company property after strike off is governed by Section 248(6) of the Companies Act, 2013. This provision states that upon dissolution of the company (which occurs when the company is struck off), all property and assets of the company shall be deemed to be the property of the Central Government and shall vest accordingly. This includes all movable and immovable property, bank balances, receivables, investments, intellectual property, and any other assets belonging to the company.

In practice, the government does not typically take physical possession of the company's assets immediately upon strike off. Real estate remains at the same location, bank balances remain in the frozen accounts, and physical assets remain where they were. However, the legal title shifts to the government, which means the company (or its erstwhile directors and members) cannot sell, transfer, lease, or mortgage any property. A sub-registrar will refuse to register any sale deed or transfer deed for immovable property belonging to a struck off company, because the company no longer exists as a legal entity capable of executing documents.

Upon restoration through the NCLT under Section 252, all property reverts to the company as if the strike off had never occurred. The NCLT restoration order has retroactive effect for property purposes, meaning the company is deemed to have been the owner of the property throughout the struck off period. Any encumbrances created during the struck off period (which would be rare since the company could not transact) are void. The restoration order should be presented to the sub-registrar, bank, and other custodians of property to re-establish the company's title.

Special attention is needed for immovable property (land, buildings, flats) owned by struck off companies. In some cases, unscrupulous third parties attempt to claim or occupy property belonging to struck off companies, arguing that the company no longer exists. If you become aware of any such encroachment or adverse possession claim, prioritise the NCLT restoration petition and inform the NCLT about the property situation. The NCLT can include a specific direction in the restoration order protecting the company's property rights.

Alternative Routes: NCLT Petition vs ROC Application

A common point of confusion is whether a struck off company can be restored through the ROC directly or whether the NCLT is the only option. The answer depends on who initiated the strike off and the current stage of the process.

If the ROC has issued a notice proposing to strike off the company under Section 248 but has not yet passed the final order, the company can respond to the ROC's notice, file all pending returns, and request the ROC to drop the strike off proceedings. This is the cheapest and fastest route. No NCLT petition is needed. Simply clear all compliance defaults and submit a representation to the ROC explaining the steps taken.

If the ROC has already passed the strike off order and the company's status on MCA shows "Struck Off," the only legal remedy is an appeal to the NCLT under Section 252. The ROC does not have the power to reverse its own strike off order. Even if you file all pending returns and pay all fees after the strike off, the ROC cannot restore the company to Active status on its own authority. Only the NCLT can order restoration.

For companies where the promoters themselves applied for voluntary strike off through Form STK-2, the situation is different. Voluntary strike off is an irreversible action initiated by the company. Once the ROC approves the STK-2 application and strikes off the company, it cannot be restored through Section 252 because the strike off was not a unilateral ROC action but a voluntary request by the company. In such cases, the only option is to incorporate a new company.

Pending Tax and Legal Obligations

Strike off does not create a clean slate for tax or legal obligations. All pending tax demands, legal proceedings, and statutory liabilities survive the company's strike off and continue to be enforceable against the company and its directors. Understanding these continuing obligations is essential both for the restoration petition and for the post-restoration compliance plan.

Income tax obligations remain fully enforceable. The Income Tax Department can issue notices, pass assessment orders, and initiate recovery proceedings against the company even while it is struck off. Under Section 179 of the Income Tax Act, 1961, directors are personally liable for tax dues if the tax cannot be recovered from the company. After restoration, the company must file all pending income tax returns, respond to any notices received during the struck off period, and clear any outstanding tax demands. The restoration order from the NCLT can be submitted to the Income Tax Department to reactivate the company's PAN and resume regular filing on the income tax e-filing portal.

GST obligations similarly continue. If the company held an active GST registration at the time of strike off, the GST officer may initiate suo motu cancellation proceedings under Section 29(2) of the CGST Act. However, the underlying GST liability (for the period the company was registered and operational) remains. After restoration, the company should file all pending GST returns, respond to any show cause notices, and regularise its GST registration status. If the GST registration was cancelled during the struck off period, the company may need to apply for fresh GST registration or seek revocation of cancellation.

All pending litigation involving the company also continues. If the company was a party to any civil suit, arbitration, or criminal proceeding at the time of strike off, those proceedings are not automatically terminated. The opposing party may apply to the court to substitute the directors as parties or may seek restoration of the company specifically to continue the litigation. After restoration, the company must re-engage with all pending legal matters and update its legal counsel about the restoration.

Common Mistakes That Delay or Derail Restoration

Based on NCLT case records and practitioner experience, several recurring mistakes delay or completely derail the restoration process. Avoiding these mistakes can save months of time and significant additional costs.

1. Filing the petition without clearing pending returns. This is the most common and most costly mistake. Petitioners approach the NCLT before filing all pending AOC-4 and MGT-7 forms with the ROC. The NCLT bench invariably asks about the status of pending filings, and if they are not cleared, the bench adjourns the matter with a direction to file all returns first. Each adjournment adds 30 to 60 days to the timeline and increases advocate fees.

2. Using a generic affidavit without specific details. Affidavits that state "due to personal reasons" or "due to unavoidable circumstances" without any specifics are viewed unfavourably by the NCLT. The bench expects detailed explanations with dates, events, and evidence. A well-drafted, specific affidavit significantly increases the chances of a favourable order in fewer hearings.

3. Not serving notice to the ROC within the prescribed time. The NCLT requires the petitioner to serve a copy of the petition on the ROC within 14 days (or as directed). Failure to serve notice results in the hearing being adjourned until proper service is completed. Always serve notice immediately after filing and retain proof of service.

4. Missing the 3-year limitation deadline. Waiting until the last few months of the 3-year limitation period to start the process leaves no room for delays, adjournments, or complications. If the case is not decided before the limitation expires, the petitioner may need to file a separate application for condonation of delay, adding further complexity and uncertainty.

5. Not budgeting for the full cost upfront. Petitioners who underestimate the total cost (especially late filing fees) often run out of funds midway through the process. This leads to partial compliance, which weakens the petition and prolongs the proceedings. Calculate the total cost including all late fees, professional fees, and NCLT charges before starting.

Post-Restoration Compliance Checklist

Restoration through the NCLT is not the final step. The restored company must immediately resume full statutory compliance to avoid falling into the same non-filing pattern that caused the strike off. The NCLT order itself typically imposes specific conditions with deadlines. Failure to comply with these conditions can result in the ROC initiating fresh strike off proceedings.

The first 30 days after restoration are the most critical. Hold a board meeting to formally record the restoration, appoint or confirm the statutory auditor, review the compliance status, and assign responsibilities for clearing any remaining conditions imposed by the NCLT. Create a detailed compliance calendar for the current and upcoming financial years, and engage a professional Company Secretary or use a compliance service to ensure all deadlines are met going forward.

Monitor the company's MCA status regularly after filing INC-28 to confirm the status has changed to "Active." Once the status is updated, download the updated company master data and share it with the bank, GST authorities, income tax department, and any other stakeholders who need to verify the company's active status. Keep certified copies of the NCLT restoration order readily accessible, as various authorities will require it during the post-restoration compliance process.

Related Resources

• Close Private Limited Company -- voluntary strike off through Form STK-2 and NCLT winding up options for companies that want to shut down
• Business Closure Services -- professional assistance for closing companies, LLPs, and other business entities
• Close LLP -- process and documentation for closing a Limited Liability Partnership through Form 24
• Close One Person Company -- strike off process specifically for OPCs with single member and director
• Private Limited Company Registration -- register a fresh company if restoration is not viable due to cost or time constraints
• Annual Filing Services -- avoid future strike off with timely filing of AOC-4, MGT-7, and other statutory returns
• Private Limited Company Compliance -- comprehensive compliance management to prevent non-filing defaults

Summary

Reviving a struck off company in India requires filing a petition under Section 252 of the Companies Act, 2013 before the NCLT bench with jurisdiction over the company's registered office. The petition must be filed within 3 years from the date of publication of the strike off notice in the Official Gazette. Before filing the petition, clear all pending annual filings (AOC-4, MGT-7), pay all MCA late fees and penalties, and prepare a comprehensive set of documents including the affidavit from directors, board resolution, and bank statements. The NCLT process takes 90 to 180 days and costs between ₹1,50,000 and ₹5,00,000 depending on the number of years of default and case complexity. Upon obtaining the NCLT restoration order, file Form INC-28 with the ROC to change the company status from Struck Off to Active. After restoration, directors' DINs are automatically reinstated, bank accounts can be unfrozen, and the company must immediately resume full statutory compliance. Act fast, because every day of delay increases late filing fees by ₹100 per pending form and brings you closer to the 3-year limitation deadline.