How to Revive a Struck-Off Company in India: Legal Process
In India, a company can be struck off or removed from the register of companies by the Registrar of Companies (ROC) as per the regulations of the Companies Act, 2013. This generally happens when a company fails to carry on its business or comply with legal obligations like filings annual returns, financial statements for a continuous period and other obligation of like nature. However, the law also provides a chance for such companies to revive and get back into operation.
This article explains the complete legal process of reviving a struck-off company in India in simple terms, along with eligibility, documents, steps, and related timelines.
What is a Struck-Off Company?
A struck-off company is one that has been removed from the Register of Companies by the ROC under the provision of Section 248 of the Companies Act, 2013. The company ceases to exist legally and cannot operate or conduct business until it is revived.
Reasons Why a Company May Be Struck Off
Here are common reasons for which a company can be struck off by the ROC:
- Not carrying out any business for 2 or more financial years.
- Fail to file a annual returns and financial statements for a continuous period.
- Voluntary application made by the company for closure under Form STK-2.
- Company not having a registered office.
- Misrepresentation or fraud in company incorporation.
Can a Struck-Off Company Be Revived?
Yes, under Section 252 of the Companies Act, 2013, a struck-off company can be revived by making an application to the National Company Law Tribunal (NCLT). This application can be made by:
- Any director or shareholder of the company (within 20 years from the date of striking off).
- A creditor or workman (within 20 years).
- The Registrar of Companies (within 3 years).
Who Can File for Revival?
- Company Itself (via Director or Member): If the company was struck off by mistake or intends to continue its operations.
- Creditors: If the struck-off company owes them money.
- Registrar of Companies: If it is found later that the company was wrongly removed.
Time Limit for Filing Revival Application
- For directors/shareholders/creditors: Within 20 years from the date of publication of notice in the Official Gazette.
- For the ROC: Within 3 years.
Legal Procedure for Revival of Struck-Off Company
Below is the step-by-step process for reviving a struck-off company:
Step 1: Prepare the Petition (Form NCLT-9)
The revival or restoration process starts by the step of filing a petition (Form NCLT-9) under Section 252 to the appropriate NCLT bench. This must include all the reasons and other relevant evidence for revival..!
Step 2: Affidavit and Other Supporting Documents
An affidavit is submitted along with the petition. Some of the key documents include:
- Memorandum and Articles of Association
- Certificate of Incorporation
- Financial statements (if available)
- List of directors and shareholders
- Copy of notice issued by ROC for strike-off
- Bank statements showing transactions (if any)
- Income tax returns filed (if any)
- Proof of business activity
Step 3: Serve Notice to ROC and Other Parties
A copy of the petition should be served to the Registrar of Companies (ROC) and other concerned regulatory authorities (like Income Tax Department or GST department, if applicable).
Step 4: NCLT Hearing
Once the petition is submitted, NCLT will schedule a hearing. The ROC may file its response or objections. If NCLT finds that:
- The company was conducting business
- The strike-off was not justified
- Or revival is necessary for the interest of shareholders/creditors
Then it may pass an order to restore the name of the company in the register.
Step 5: Filing NCLT Order with ROC
After receiving the NCLT revival order, the company must file the same with the ROC in Form INC-28 within 30 days.
Step 6: ROC Revives the Company
Once the NCLT order is filed, ROC will publish a notice in the form of Official Gazette and restore the companyโs name in its register. The company will be considered active from the date of strike-off.
Post-Revival Compliance
Once the company is revived, it must:
- File all pending Annual Returns (MGT-7) and Financial Statements (AOC-4).
- Update KYC of directors and company details.
- Clear penalties and pay applicable fees.
- Resume business operations legally.
Important Points to Note
- The revival process is legal and may take 2 to 6 months depending on documentation, hearings, and NCLT workload.
- Professional help from a Company Secretary (CS) or Chartered Accountant (CA) or legal expert is advisable.
- The revival order does not exempt the company from filing pending returns or paying late fees.
- If the company was struck off due to fraud, revival may not be allowed.
Advantages of Revival
- Restores the legal existence of the company.
- Helps recover assets or pending dues from clients.
- Saves the company from being considered a defaulter.
- Enables revival of old contracts, licenses, or litigation rights.
Cost Involved
The cost for reviving a struck-off company includes:
- NCLT filing fees
- Professional charges (legal or CS assistance)
- Cost of preparing and notarizing documents
- Penalty and filing fees with ROC post-revival
It can typically range from โน30,000 to โน1,00,000 or more depending on the case.
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Conclusion
The striking-off of a company is not necessarily the end of the road. Indian law provides a fair chance to revive a struck-off company if it was removed due to oversight, unawareness, or genuine reasons. The legal route through the NCLT is the prescribed and structured way to bring the company back into business. However, one must ensure requirements is ensure proper compliance, maintenance of financial records, and take timely action to avoid unnecessary complexities.
For those seeking the revival, need of professional support and an update of the legal timeline and requirement of documents, they may contact CRSPL Business Consultants, it is helpful for an easy restoration process.
FAQs
Q1. Can I revive my company after 10 years of being struck off?
Yes, if you are a shareholder, director, or creditor, you can file for revival within 20 years from the date of strike-off.
Q2. Will the revived company have the same name and CIN?
Yes, once revived, the company continues with the same Corporate Identification Number (CIN) and registered name unless a change is ordered.
Q3. Can ROC reject revival even after NCLT order?
No. Once the NCLT passes a revival order, ROC is legally bound to restore the companyโs name in its register.
