Revival of Struck-Off Companies in India – Taaza Private Limited

When a company is marked as “struck-off” by the Registrar of Companies (ROC), its name is removed from the official register, meaning it legally ceases to exist. It can no longer operate, enter into contracts, or sue/be sued in its own name.

However, the liabilities of directors do not vanish — pending dues, legal obligations, and regulatory compliance issues may still be enforced. If the company is not revived within 20 years, it becomes permanently dissolved.

Why Companies Get Struck-Off

Companies may be struck-off due to:

• Failure to commence business within 1 year of incorporation.

• No business operations for two consecutive financial years without applying for dormant status under Section 455 of the Companies Act, 2013.

• Non-filing of annual returns and financial statements.

• ROC action after inspection (suo motu strike-off).

• Voluntary strike-off application by the company under the Fast Track Exit scheme.

Striking Off – Two Ways It Happens

1. Suo Motu Action by ROC

   • Initiated under Section 248(1) for persistent non-compliance.

   • ROC issues notices before removing the company’s name.

2. Voluntary Strike-Off by Company

   • Filed under Section 248(2) when the company has no significant assets/liabilities.

   • A faster process known as Fast Track Exit.

Struck-Off vs Winding Up

Consequences of Being Struck-Off

1. Loss of Legal Identity – Cannot trade, own property, or engage in contracts.

2. Bank Accounts Frozen – ROC notifies banks to freeze operations.

3. Assets Remain Vested but Inaccessible – Company still owns assets but cannot manage them.

4. Director Liabilities Continue – Directors remain accountable for debts and obligations.

5. Director Disqualification – Under Section 164(2), up to 5 years’ disqualification from being a director in other companies.

Revival of a Struck-Off Company with Taaza Private Limited

The primary legal route for revival is through the National Company Law Tribunal (NCLT) under Section 252 of the Companies Act, 2013.

Who Can Apply for Revival?

• The company (through its directors or members)

• Any shareholder

• Creditors or workmen

• ROC itself (if strike-off was accidental or wrongful)

Time Limits:

• Company/Members/Creditors: Within 20 years from the strike-off date in the Gazette.

• ROC: Within 3 years if struck off erroneously.

Grounds for Revival

The NCLT may approve revival if:

• The company was operational at the time of strike-off.

• The strike-off was unjust, erroneous, or inequitable.

• There is intent to restart business, protect assets, or complete pending contracts.

Evidence to Support Revival

• Property Ownership Proof – Land/asset ownership documents.

• Bank Transactions – Showing financial activity before strike-off.

• Regulatory Compliance Records – GST, PF, ESIC, etc.

• Active Licenses & Registrations – FSSAI, Shops & Establishment, etc.

• Pending Court Cases or Contracts – Legal necessity to restore the company.

• Filed ITRs – Even Nil returns count.

• Proof of Assets/Liabilities – Loans, receivables/payables.

• Board Resolution – Approving the NCLT revival petition.

Documents Required for Revival (NCLT Petition)

1. Petition (Form NCLT-9)

2. Affidavit verifying petition (Form NCLT-6)

3. Certified ROC strike-off notice / Gazette notification

4. MoA & AoA

5. Certificate of Incorporation

6. Board Resolution authorising revival

7. Financial statements before strike-off

8. Bank statements

9. Income Tax Returns

10. List of directors & shareholders

11. Proof of service to ROC & IT Department

12. Vakalatnama / Memorandum of Appearance

13. Supporting evidence (licenses, contracts, property proof, etc.)

Procedure for Revival of Struck-off Companies – Taaza Private Limited Company

If your company has been marked as “Struck-Off”, Taaza Private Limited Company provides end-to-end legal and procedural assistance for restoring it through the National Company Law Tribunal (NCLT) process, ensuring full MCA and ROC compliance.

Step 1: Drafting and Filing the Revival Petition with NCLT (Form NCLT-9)

We prepare and submit a revival petition in Form NCLT-9 to the appropriate NCLT bench, clearly stating:

• Reason for strike-off

• Grounds for revival

• Relief sought

• Supporting evidence (financials, returns, bank statements, etc.)

Along with the petition, we file:

• Affidavit verifying the petition (Form NCLT-6)

• Certified company documents (MoA, AoA, Board Resolution, etc.)

• Payment of the prescribed NCLT filing fee (currently ₹1,000)

Step 2: Serving Copies to the ROC and the Income Tax Department

A copy of the petition with all supporting documents is sent to the Registrar of Companies (ROC) and the Income Tax Department at least 14 days before the hearing (or as per NCLT directions) to allow them to review and respond.

Step 3: The NCLT Hearing

Our legal team represents you before the NCLT, presenting evidence that your company was active or that revival is just and equitable. The ROC may present its side, and the Tribunal will decide based on the merits of the case.

Step 4: NCLT Order for Restoration

If satisfied, the NCLT will issue an order to restore the company’s name to the ROC register, along with specific directions such as:

• Filing all pending returns and financial statements

• Paying applicable penalties and government fees

Step 5: Filing the NCLT Order with ROC (Form INC-28)

We file the certified copy of the NCLT order with the ROC in Form INC-28 within 30 days of its issuance to formalize the restoration.

Step 6: Filing All Pending Documents & Paying Penalties

Post-order, the company must:

• File overdue Annual Returns (MGT-7) and Financial Statements (AOC-4)

• Pay all late fees (₹100/day per form, no cap) and penalties under the Companies Act, 2013

Step 7: ROC Updates Status to “Active”

Once all compliances are completed, the ROC publishes the restoration in the Official Gazette, and your company’s MCA status changes back to “Active” — as if it was never struck-off.

Estimated Costs of Revival

1. Government Fees – ₹1,000 (NCLT filing)

2. Professional Fees – ₹15,000 to ₹50,000+ (petition drafting, legal representation, compliance filing)

3. Documentation & Notarization – ₹2,000 to ₹5,000

4. ROC Penalties – ₹100/day per delayed filing, plus standard ROC filing fees

Total Estimate: ₹30,000 – ₹1,00,000+ (depending on pending filings and penalties)

Timeline for Revival

The revival process typically takes 2 to 6 months, depending on:

• Accuracy of documentation

• NCLT bench workload

• ROC/Income Tax Department responses

• Presence of objections or disputes

Post-Revival Compliances

Once revived, Taaza Private Limited Company ensures you complete:

• Filing all overdue ROC returns

• Clearing pending tax/GST liabilities

• Reactivating frozen bank accounts

• Renewing or updating business licenses

• Informing stakeholders of your active status