Revival of Struck off Company   

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!

How to Restore a Struck-Off Company?

If your company has been struck off from the Register of Companies due to non-filing of financial statements, annual returns or any other reasons for three consecutive years, there is still an opportunity for revival. You can restore your company by filing a petition with the jurisdictional Bench of the National Company Law Tribunal (NCLT). This process allows you to bring the company back into good standing and continue its operations under its original legal framework.  

Certificate of Incorporation and Company Registration

When a company is incorporated under the Companies Act, the Registrar of Companies issues a Certificate of Incorporation. This certificate confirms that the company has officially come into existence as of the date it was issued, and its name is now listed in the Register of Companies. Once a company is registered, its name cannot be removed from the Register unless it is legally dissolved, either through winding up or through amalgamation with another company. However, if a company is defunct, the Companies Act provides a faster alternative to winding up: striking the company’s name off the Register under Section 560 of the Companies Act, 1956.

What is "Strike-Off" of a Company?

"Strike-off" means temporarily closing a company or removing its name from the official company register. This happens according to the rules in the Companies Act 2013. It is an alternative to shutting down a company completely. A company that is struck off can be brought back to life within 20 years from the date it was removed from the register. A company can be struck off either voluntarily by the company itself or compulsorily by the ROC, under certain conditions as outlined below.

Conditions for Strike-Off Application

The Registrar of Companies (ROC) is not obligated to remove a company's name from the official register, even if a request for strike-off has been submitted. If the ROC finds that the company is not operating or that it has fewer than seven members (which is the minimum requirement for a company to continue), it may reject the application. Additionally, if the company is trying to strike off its name to avoid facing a lawsuit or legal responsibility, the ROC will dismiss the application.

Reasons for a Company’s Strike-Off 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.

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.

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

• If your company has been struck off, here's who can file for its revival and within what time frame. Any person who is aggrieved by the Registrar's order can file an appeal within 3 years from the date of the Registrar’s order.
• The Registrar, if satisfied that the company’s name was struck off either by mistake or due to incorrect information provided by the company or its directors, can also file an appeal within 3 years.
• The company itself, or any of its members, creditors, or workmen who are affected by the company’s name being struck off the register, can file an appeal within 20 years from the date the notice of strike-off is published in the Official Gazette.
• In cases of voluntary strike-off, the appeal period is 20 years, while for compulsory strike-off by the ROC, the appeal must be filed within 3 years from the date of the ROC’s order for revival.

Reasons for Reviving a Struck-Off Company

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.

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

If the Registrar of Companies has struck off the company, an appeal must be filed within 3 years from the date of the Registrar's order. ·If the company was struck off by publication in the official gazette, the company has up to 20 years to be revived.

Benefits of Activating a Struck-Off Company

Reviving a struck-off company offers several advantages, including cost savings, operational continuity, and the ability to retain the company's established identity and brand.

• Resumption of Operations: Activating a struck-off company allows it to resume business activities under its existing legal entity, eliminating the need to form a new company.
• Cost Efficiency: Reviving a struck-off company is often less expensive than starting a new company, as it avoids the costs of incorporation and other setup expenses.
• Use of Existing Brand Name: The company can continue using its previous brand name, which helps in maintaining brand recognition and marketing without the need to create a new identity.
• Operational Continuity: By reviving the struck-off company, the existing infrastructure, employees, and systems can be retained, allowing for smoother continuity in operations.

Procedure for Reviving a Struck-Off Company

To revive a company that has been struck off, a specific legal process must be followed, involving the submission of necessary documents and compliance with requirements set by the National Company Law Tribunal (NCLT).

Preparation & Filing of Petition

To seek the restoration of a struck-off company, a petition must be filed with the National Company Law Tribunal (NCLT) within 3 years from the date of strike-off. The NCLT will hear both the petitioner (the company) and the respondent (Registrar of Companies, ROC). It will also consider any objections or observations received. If the NCLT is satisfied that the company is not defunct, it may order the restoration of the company’s name in the ROC’s records.

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 ?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

Service of the Petition to Respondents

Once the petition is filed, a copy must be served on the Registrar of Companies (ROC) and any other individuals directed by the Tribunal. This service must be done either by hand or post with proper acknowledgement and should occur no less than 14 days before the hearing date set by the Tribunal.

Hearing the Petition

The NCLT will hear both the petitioner (the company) and the respondent (ROC). It will also consider any objections or observations received. If the NCLT is satisfied that the company is not defunct, it may order the restoration of the company’s name in the ROC's records.

Directions by the Tribunal

If the Tribunal orders the company’s name to be restored in the register of companies, the following actions will be directed:

• The appellant (the company) must deliver a certified copy of the order to the ROC within 30 days from the date of the order.
• Upon receiving the order, the ROC will publish it in the Official Gazette under its official seal.
• The appellant must pay any costs as directed by the Tribunal
• The company must file any pending financial statements and annual returns with the ROC and pay the required fees within the time specified by the Tribunal.

Filing the NCLT Order with the ROC

The company must file a copy of the NCLT’s order with the Registrar of Companies within 30 days from the date of the order. Additionally, the company must submit any overdue financial statements and annual returns with the ROC, along with any additional fees, and comply with all requirements under the Companies Act, 2013.

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.