Revive a Struck-Off Company: The Process, Start to Finish
The mechanics of Revive a Struck-Off Company are what clients ask about once they have decided to proceed. The questions below are the ones raised most often in practice; the full scope of the service is on the Revive a Struck-Off Company page.
What does it mean when a company is 'struck off' by the RoC?
Strike-off is the process under Section 248 of the Companies Act 2013 by which the Registrar of Companies removes a company's name from the Register of Companies, extinguishing its legal existence from the date of publication in the Official Gazette. It can happen compulsorily under Section 248(1) — typically when the RoC believes the company is not carrying on business or has failed to respond to statutory notices — or voluntarily under Section 248(2), where the company itself applies via Form STK-2 after meeting the eligibility conditions. Once struck off, the company can no longer transact, its bank accounts are generally frozen, and its contracts become difficult to enforce in its own name.
In practice: Many directors discover the strike-off only when a bank freezes an account or a counterparty raises it during a transaction — not from any direct notice at the time. Checking a company's MCA master data status periodically is a simple habit that avoids this surprise.
What is the legal basis for reviving a struck-off company?
Section 252 of the Companies Act 2013 is the governing provision. Section 252(1) allows the company, a member, or a creditor aggrieved by the strike-off to appeal to the NCLT within 3 years of the RoC's order, on the ground that the strike-off was not justified. Section 252(3) allows the company, a member, or a creditor to apply to the NCLT for restoration on the ground that the company was, at the time of striking off, carrying on business or otherwise in operation — this route has a much longer limitation window of 20 years from the date of the Gazette publication.
In practice: We are frequently asked which sub-section to use. In most cases where the company was genuinely operating and simply missed filings, 252(3) is the applicable and more commonly used route. 252(1) is more relevant where the strike-off order itself was procedurally flawed.
How long do I have to file a restoration petition?
It depends on the ground. Under Section 252(1), an appeal must be filed within 3 years from the date of the RoC's strike-off order. Under Section 252(3), an application can be filed within 20 years from the date of publication of the notice of strike-off in the Official Gazette. Beyond 20 years, no restoration application under Section 252 can be entertained regardless of the merits.
In practice: We always start by pinpointing the exact Gazette publication date — not the date the promoter 'found out' about the strike-off, which is often much later. This date is the fixed reference point for the limitation calculation, and getting it wrong can derail an otherwise valid petition.
Is the Registrar of Companies (RoC) a party to the restoration petition?
Yes. The RoC must be impleaded as a respondent in every restoration petition under Section 252. The RoC files its response based on the company's MCA records — including whether returns were filed, whether the company had any known irregularities, and often specifies conditions (such as filing all pending returns) that it expects the Tribunal to impose if restoration is granted. In some benches, the Regional Director (representing the Ministry of Corporate Affairs) is also given notice.
In practice: The RoC's response often previews exactly what compliance conditions will be attached to any restoration order. We track this response closely and prepare the client for the specific backlog it is likely to require.
Does the NCLT automatically restore the company once it passes an order, or is a further step required?
A further step is required. The NCLT order itself directs restoration, but it does not automatically update the RoC's Register. A certified copy of the order must be filed with the RoC — typically using Form INC-28 — within the time period the NCLT specifies (commonly 30 days from the date of the order). Only once the RoC processes this filing and updates its Register does the company's name and status formally reflect as restored.
In practice: Missing the INC-28 filing deadline is an avoidable mistake that requires going back to the Tribunal for an extension of time. We file this the moment we receive the certified copy of the order — there is no reason to delay.
What conditions does the NCLT typically impose when granting restoration?
Common conditions include: filing all pending annual returns and financial statements for the period the company was struck off, paying the additional fees and any penalty that has accumulated on those late filings, and sometimes payment of costs to the RoC or to the Tribunal as a condition of the order. The exact conditions vary case by case and are stated explicitly in the order — the company must comply with them within the timeframe specified.
In practice: The likely compliance backlog cost should be computed before filing the petition, so the total restoration cost is understood up front — not just the NCLT and legal fees, but the accumulated MCA additional fees that follow.
Can a creditor of the struck-off company apply for restoration, even without the promoters' cooperation?
Yes. Section 252 explicitly allows 'any creditor' aggrieved by the strike-off to file an appeal or application for restoration — independent of whether the company's own directors or members initiate it. This is relevant where a creditor is owed money and needs the debtor company restored to pursue recovery — for example, to enforce a decree, initiate recovery proceedings, or realise security.
In practice: We have advised creditor clients on this route where a debtor company went dark and was struck off before a recovery claim could be pursued. Restoration is often a necessary first step before any recovery action can proceed against a struck-off entity.
Does restoring the company automatically remove the director disqualification under Section 164(2)?
No. Director disqualification under Section 164(2) — triggered when a director's company fails to file annual returns or financial statements for three consecutive financial years — is a separate legal consequence from the company's strike-off. Restoring the company under Section 252 addresses the company's status; it does not, by itself, lift a disqualification already in effect for the directors. Directors need to separately assess their disqualification status and the remedies available, which is a distinct legal question.
In practice: This is one of the most misunderstood points among promoters. We flag this distinction clearly at the outset — restoration and disqualification-relief are related but separate exercises, and clients should not assume one automatically resolves the other.
How much does the NCLT restoration process typically cost?
The cost has several components that vary significantly by case: the NCLT filing fee (a fixed statutory amount for the petition), professional and legal fees for drafting and representation, and — usually the largest and most variable component — the accumulated additional fees on every annual return and financial statement that falls due during the strike-off period. A company struck off for one year has a much smaller backlog than one struck off for four or five years. PNPC computes a case-specific estimate after reviewing the company's filing history rather than quoting a generic figure.
In practice: We deliberately avoid quoting a flat number for this service in isolation — the compliance backlog cost varies too widely by case to be meaningful without reviewing the actual filing gap first.
Where this sits in the wider engagement
Revive a Struck-Off Company rarely arrives on its own. The statutory basis and the current requirements are set out on the Revive a Struck-Off Company service page, and the related services are grouped under Conversion Closure.
What PNPC does
PNPC Global has practised since 1986 across India and the UAE. On Revive a Struck-Off Company we take the work end to end — reviewing the facts, preparing and filing what is required, and dealing with the authority through to closure.