Updated on: January 6th, 2025 3:36 PM

How to Revive Struck-off Company?

If your company has been struck off from the Register of Companies, you might be wondering if it's possible to restore it to active status. Whether it was struck off due to inactivity, failure to file annual returns, or other reasons, reviving a struck-off company is possible under the provisions of the Companies Act, 2013. In this article, we will guide you through the process of How to Revive Struck-Off Company and explain the requirements and procedures involved. Understanding how to navigate the legal and procedural landscape to Revive a Struck-Off Company can help you bring your business back to life and avoid further complications. If your company has been struck off and you're looking to restore it,

IndiaFilings is here to help. Our expert team can guide you through the entire process of reviving your company efficiently and ensuring compliance with all legal requirements. 

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What is Company Strike Off?

A company may be struck off the Register of Companies by the Registrar if it fails to commence business within a year of its incorporation, has not conducted any business or operations for two consecutive financial years, or has not submitted its annual returns. The process of strike-off essentially means the removal of the company’s name from the official register, leading to its closure. Once struck off, the company ceases to exist legally and is prohibited from carrying out any operations. The strike-off is a formal closure of the company, and it cannot resume business activities unless it undergoes a revival process within a specified period.

Difference Between Striking Off and Winding Up a Company

While both striking off and winding up involve the closure of a company, they differ in terms of permanence. Striking off refers to a temporary closure of the company, allowing it the possibility to revive and restore itself in the future. This process can be reversed if the company meets specific criteria for revival. On the other hand, winding up refers to the permanent closure of the company, where it ceases to exist and cannot be reactivated. The revival of a struck-off company is the legal process that allows the company to become active again, effectively restoring its status as a registered entity. Also read: Difference Between Striking Off and Winding Up a Company

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

If a person feels aggrieved by the Registrar's decision to strike off a company, they—whether the company itself, a member, a creditor, or even an employee—may file an appeal or application for the revival of the company. Also read: Company Strike Off Clearance

Time Limits for Filing a Petition for Revival

As per Section 252(1), members, creditors, or employees can file a petition for the revival of a struck-off company within 20 years of the strike-off. Other interested parties may file a petition under Section 252(3) within three years of the official notification's publication in the gazette. The filing fee for this petition is Rs. 1,000 in the form of a demand draft.

Appeal Timeframe for Struck-off Companies

An appeal must be filed within three years from the date the Registrar’s order is issued in cases of forced striking off. However, in cases where the company was voluntarily struck off by the Registrar, the statute of limitations extends to 20 years from the date of the notice to remove the company’s name from the official gazette. The application must be submitted within this 20-year timeframe for it to be considered valid.

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

As mentioned, Any individual or entity affected by a company's strike-off order has the right to file an appeal, petition, or application for the revival of the struck-off company. This appeal must be submitted to the National Company Law Tribunal (NCLT) within three years from the date of the Registrar's order. The burden of proof lies with the applicant, who must provide sufficient justifications for why the company's removal from the Register of Companies was unjustified. If the NCLT is convinced by the applicant’s reasoning and agrees that the strike-off was improper, it may issue an order for the company’s name to be restored in the Register of Companies.

Criteria for Revival of a Struck-Off Company by NCLT

The National Company Law Tribunal (NCLT) considers the following factors when deciding on the revival of a struck-off company:

• Ownership of Immovable Property: The company must own immovable property.
• Compliance with Regulatory Authorities: The company should have fulfilled its obligations with agencies such as GST, Income Tax, Provident Fund, and other relevant bodies aside from the Registrar of Companies.
• Evidence of Ongoing Operations: Active transactions in the company’s bank statements serve as proof that the company is still operational.
• Renewal of Licenses and Documents: The company may have renewed its licenses or other essential documentation annually.
• Demonstrated Public Interest: Any evidence suggesting that the company is still functional or operating and that its revival would serve the public interest.

These criteria help the NCLT assess whether reviving the company is appropriate and justifiable.

Documents Required for the Revival of a Struck-Off Company

To apply for the revival of a struck-off company, the following documents must be submitted to support the application and demonstrate that the company was actively operating at the time of its strike-off:

• Certificate of Incorporation
• Memorandum of Association (MOA)
• Audited Financial Statements as of the date the company was struck off
• Bank Statementsreflecting company transactions
• Order from the Registrar of Companies confirming the strike-off
• Affidavit or declaration confirming the truthfulness of the petition
• Board Resolution approving the filing of the revival petition
• Permanent Account Number (PAN)
• Income Tax Returns filed by the company
• Property Documents(if the company owns any property)
• Vakalatnamaor Memorandum of Appearance (if applicable)
• Any other documents that may be required by the NCLT

How to Revive a Struck-Off Company: Step-by-Step Process

Reviving a struck-off company involves several legal steps. If your company has been struck off from the Register of Companies, you may still have the opportunity to restore its status. Here’s a detailed process for how to revive a struck-off company:

File a Petition with the NCLT

The first step in reviving a struck-off company is to file a petition with the National Company Law Tribunal (NCLT) using Form NCLT-9. The petition must be accompanied by a demand draft of Rs. 1000, payable to the Pay and Accounts Officer, Ministry of Corporate Affairs (MCA).

Serve a Copy of the Petition

After filing the petition, a copy must be served to the Registrar of Companies (ROC) and any other parties specified by the Tribunal. This should be done at least 14 days before the scheduled hearing.

Attend the Tribunal Hearing

The NCLT will schedule a hearing where both the petitioner and the ROC present their arguments. During the hearing, the Tribunal will assess the situation and may raise any concerns. If the Tribunal is satisfied, it may order the restoration of the company’s name.

Receive the Tribunal’s Order

If the Tribunal is satisfied with the petition, it will issue an order to restore the company’s name in the Register of Companies. The following steps must then 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 process unless the Tribunal instructs otherwise.
• The company must file any pending annual returns and financial statements as required under the Companies Act 2013.

Submit Documents to ROC

Once the Tribunal’s order is issued, the company must submit a copy of the order in Form INC-28 to the ROC within 30 days.

Official Gazette Publication

The ROC will then publish the order in the Official Gazette, officially restoring the company’s name and confirming its active status.

Filing Pending Documents with the ROC:

The company must file any pending annual returns and financial statements with the ROC in accordance with the Companies Act, 2013. The company must adhere to all applicable regulations as directed by the Tribunal. By following these steps, you can revive your struck-off company and restore its legal status, allowing it to operate again.

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If you're still wondering how to revive a struck-off company, IndiaFilings is here to make the process easy for you. Our expert team can guide you through every step, from preparing and filing petitions to ensuring compliance with all necessary legal requirements. Don't let a struck-off status hold you back – trust IndiaFilings to help restore your company’s name and get your business back on track. Reach out to us today to begin the revival process with ease and efficiency.

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FAQs on Reviving a Struck-Off Company

1.Why might a company choose to be struck off?

A company may opt for strike-off when it is no longer needed or has ceased operations. This could happen due to reasons such as the business shutting down, a director planning to retire, or if the directors decide they no longer want to continue running the company. Strike-off provides a simpler, informal process for winding up the company.

2.What happens to a company’s assets when it is struck off?

When a company is struck off, it is officially removed from the Register of Companies, meaning it no longer exists as a legal entity. As a result, it loses the ability to operate, and any assets tied to the company are also frozen or liquidated.

3. Who can oppose the strike-off of a company?

Any person with a vested interest in the company, such as a creditor or shareholder, can raise an objection to the company's strike-off. However, once the Registrar publishes the strike-off notice in the Gazette, objections will only be considered within two months of the publication.

4. What occurs when a company is restored?

When a company is restored, it is legally treated as though it had never been struck off. The company is reinstated to its previous status, and the directors or members can resume their duties and activities as they were before the dissolution.

5. What happens to a company’s bank accounts when it is struck off?

Upon strike off, the company's bank accounts are closed, and any remaining funds are transferred to the Crown. The authorities will typically seek to sell the company’s assets, such as property or intellectual property, in order to recover funds and maximize returns.

6. How to Revive Struck Off Company?

Following is the process for the revival/restoration of the Companies through NCLT:

• Appeal to NCLT
• Preparation of Petition
• Submission of Petition with ROC
• Hearing by Tribunal
• Directions by Tribunal
• Filing of order with ROC
• Publication of order In Gazette
• Filing of pending documents with ROC

7. Is there any impact on the company’s financial standing after the revival?

Reviving a struck-off company does not automatically erase past financial issues or liabilities. The company will need to settle any outstanding financial obligations, including unpaid taxes, dues, and fees, to restore its financial standing and comply with legal regulations.

8. Can a company that is struck off be revived if it has no assets or operations?

The revival of a company that has no assets or ongoing operations might be more challenging, as the NCLT requires evidence of ongoing business activities or a valid reason for the revival. A company that is essentially dormant or inactive may not meet the necessary criteria for revival unless it can demonstrate clear justification.

9. What are the consequences of failing to revive a struck-off company within the time limits?

If a company fails to file for revival within the prescribed time limits (typically 20 years for voluntary strike-off), the company’s name is permanently removed from the Register of Companies, and it cannot be revived. This means the company is effectively dissolved, and any assets or liabilities associated with it are forfeited.

10. Can a company be revived if it has been struck off for non-compliance with GST or other regulatory requirements?

Yes, a company can be revived if it has been struck off due to non-compliance with GST or other regulatory requirements, provided it can demonstrate compliance with these obligations and meet the conditions for revival set by the NCLT.

11. What are the financial implications of reviving a struck-off company?

Reviving a struck-off company may involve certain financial costs, such as legal fees, filing fees, and any pending dues or penalties the company may owe. It’s essential to consider these costs before proceeding with the revival process.