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If your company has been struck off the Register of Companies, you may be considering whether it can be brought back to active status. Whether the removal was due to prolonged inactivity, non-filing of annual returns, or other regulatory lapses, the good news is that revival is possible under the Companies Act, 2013. This article outlines the procedure for reviving a struck-off company, detailing the legal requirements and step-by-step process involved. Understanding how to navigate this procedure can help you restore your business and avoid future legal or financial setbacks.
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 one year of incorporation, does not carry out any operations for two consecutive financial years, or fails to file annual returns. The strike-off process involves officially removing the company’s name from the records, resulting in its legal closure. Once a company is struck off, it ceases to exist as a legal entity and is barred from conducting any business activities unless it is revived within the prescribed time frame
Striking Off vs. Winding Up: What's the Difference?
Though both result in the closure of a company, striking off and winding up differ in nature and consequence.
Striking off is considered a temporary closure, with the possibility of restoration if the company meets certain legal criteria.
Winding up, however, is a permanent termination, after which the company is dissolved and cannot be revived.
Revival is a legal remedy available to restore a struck-off company, allowing it to regain its status as an active and registered entity.
Also read: Difference Between Striking Off and Winding Up a Company.
Who Can Apply for the Revival of a Struck-Off Company?
An application for revival can be filed by any party affected by the strike-off, including:
The company itself
Any member or shareholder
A creditor
An employee
These individuals or entities can approach the appropriate authority to appeal the strike-off and initiate the process to reinstate the company
Time Limits for Filing a Petition to Revive a Struck-Off Company
Under Section 252(1) of the Companies Act, 2013, members, creditors, or employees of a struck-off company can file a petition for revival within 20 years from the date of strike-off. Alternatively, Section 252(3) allows any other aggrieved party to file a petition within three years from the date the notice of strike-off is published in the Official Gazette. The petition must be accompanied by a filing fee of ₹1,000, payable via demand draft.
Appeal Timeframes for Revival
For compulsory strike-offs initiated by the Registrar, an appeal must be filed within three years of the date of the order.
For voluntary strike-offs, where the company’s name was removed based on its own application, the limitation period extends to 20 years from the date the notice appeared in the Official Gazette
How to File an Appeal for Company Revival
Any stakeholder aggrieved by the company’s strike-off—be it a member, employee, creditor, or interested party—can file an appeal or application before the National Company Law Tribunal (NCLT). The appeal must be made within the prescribed time limit and must include adequate justification for revival. The applicant must prove that the company’s strike-off was unwarranted or that it continues to have relevant business interests.
If the NCLT finds the grounds valid, it may order the restoration of the company’s name in the Register of Companies
Key Criteria Considered by NCLT for Revival
When evaluating a petition for revival, the NCLT generally considers the following:
Ownership of Immovable Assets: The company owns land or buildings in its name.
Regulatory Compliance: The company is compliant with authorities such as GST, Income Tax, Provident Fund, and others besides the ROC.
Ongoing Financial Activity: Active transactions reflected in the company’s bank statements indicate operational status.
Renewal of Licenses or Documents: Regular renewal of key licenses and business documents demonstrates continuity.
Public Interest Justification: Revival should serve a broader purpose or indicate that the business continues to fulfill a public or economic function
Documents Required to Revive a Struck-Off Company
To file a petition for the revival of a struck-off company, you must submit a comprehensive set of documents to the National Company Law Tribunal (NCLT). These documents serve as evidence that the company was operational or had valid business interests at the time of its removal from the Register of Companies:
Certificate of Incorporation – Proof of the company’s legal registration.
Memorandum of Association (MOA) – Outlining the company’s objectives and scope of operations.
Audited Financial Statements – Up to the date the company was struck off, showing financial activity.
Bank Statements – Demonstrating active financial transactions and business operations.
Strike-Off Order – Copy of the notice or order issued by the Registrar of Companies.
Affidavit or Declaration – Stating the facts of the case and affirming the accuracy of the information provided in the petition.
Board Resolution – Authorising the filing of the revival application on behalf of the company.
Permanent Account Number (PAN) – For identification and tax verification purposes.
Income Tax Returns – Filed by the company to demonstrate compliance with tax regulations.
Property Documents – If the company owns any immovable assets, such as land or buildings.
Vakalatnama or Memorandum of Appearance – If a legal representative or professional is filing the petition.
Other Supporting Documents – As may be additionally required by the NCLT, depending on the specifics of the case
Procedure to Revive a Struck-Off Company
If your company has been removed from the Register of Companies, it may still be possible to restore its legal status through a formal revival process. The steps outlined below describe the standard Company Revival Procedure under the Companies Act, 2013:
1. Filing a Petition with NCLT
Begin by submitting a petition for revival using Form NCLT-9 to the National Company Law Tribunal (NCLT). This petition must be accompanied by a demand draft of Rs. 1,000, payable to the Pay and Accounts Officer, Ministry of Corporate Affairs (MCA).
2. Serving the Petition
Once filed, serve a copy of the petition to the Registrar of Companies (ROC) and any other relevant parties as specified by the Tribunal. This must be done at least 14 days prior to the scheduled hearing.
3. Attending the Tribunal Hearing
The NCLT will set a hearing date. At this hearing, both the petitioner and the ROC will present their arguments. The Tribunal may ask for additional clarifications before deciding on the case.
4. Receiving the Tribunal’s Order
If the NCLT is satisfied that the company’s name was struck off unjustly or that there are valid grounds for revival, it will issue an order to restore the company’s name in the Register of Companies.
5. Submission of Tribunal Order to ROC
Submit a certified copy of the Tribunal’s order to the ROC in Form INC-28 within 30 days of receiving the order.
6. Publication in the Official Gazette
The ROC will then publish the restoration order in the Official Gazette, confirming the reinstatement of the company’s legal status.
7. Filing of Pending Returns and Documents
To complete the revival process, the company must:
File any outstanding annual returns and financial statements as per the Companies Act, 2013.
Pay any applicable fees unless exempted by the Tribunal.
Ensure full compliance with other regulatory requirements as directed by the NCLT
Restore Your Struck-Off Company Easily with IndiaFilings
Confused about the Company Revival Procedure? IndiaFilings is here to simplify the entire process for you. Our experienced team will assist you at every stage—from preparing and filing the necessary petitions to ensuring full compliance with all legal requirements. Don’t let a struck-off status stop your business from growing. Rely on IndiaFilings to help reinstate your company’s name and get your business running smoothly again. Contact us today to start your company revival quickly and effortlessly.
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