Revival of Struck off Company under the Companies Act, 2013

Revival of Struck off Company is an important remedy provided under the Companies Act, 2013 to protect legitimate businesses from permanent closure due to procedural or compliance-related lapses. In numerous cases, companies are struck off not because they intended to shut down operations, but due to non-filing of annual returns, financial statements, or failure to respond to notices issued by the Registrar of Companies.

Revival of Struck off Company enables such companies to restore their corporate identity, restore confidence among stakeholders, and continue legal business operations. It is particularly relevant where the company owns assets, has pending contracts, pending liabilities, or future commercial plans. The revival provisions reflect the legislative intent to balance regulatory discipline with commercial practicality.

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Meaning of Revival of Struck off Company under Companies Act, 2013

Revival of Struck off Company refers to the legal process through which a company whose name has been removed from the Register of Companies under Section 248 is restored under Section 252 of the Companies Act, 2013. Once revival is ordered, the company is deemed to have continued in existence without any interruption.

In a nutshell, Revival of Struck off Company puts the company back into the same legal position it enjoyed before being struck off, subject to completion of pending statutory compliances as directed by the Tribunal.

Legal Consequences of Striking Off and Need for Revival of Struck off Company

Striking off results in loss of legal existence, freezing of bank accounts, and inability to deal with assets. Revival of Struck off Company becomes necessary where assets, liabilities, litigation, or future business plans still exist.

Mandatory Provisions Governing Revival of Struck off Company

Revival of Struck off Company is governed by Section 252 of the Companies Act, 2013. This provision empowers the National Company Law Tribunal to order restoration if it is satisfied that revival is justified and equitable.

Who Can Apply for Revival of Struck off Company

The following persons may seek Revival of Struck off Company:

Any aggrieved person
Registrar of Companies
The company itself
Members, creditors, or workmen

Key Timeline for Filing for Revival of Struck off Company

Aggrieved Persons (Directors/Members): Within 3 years from the date of the ROC’s strike-off order.
Creditors/Workmen/Members (under Section 252(3)): Within 20 years from the date of publication of the strike-off notice in the Official Gazette

Grounds decided by NCLT for Revival of Struck off Company

While deciding Revival of Struck off Company, NCLT considers

Immovable Property: Title deeds or lease agreements.
Operations: Invoices, bank statements, and employee PF records.
Compliances: ITR acknowledgments and GST certificates.
Legal: Copies of court orders for any pending litigation.

Essential Documents Required for Revival of Struck off Company

Certificate of Incorporation, MOA, and AOA.
Audited Financial Statements for the period the company was inactive.
Bank Statements and latest Income Tax Returns (ITR).
Proof of Business Activity (e.g., invoices, property documents, or active licenses).
Copy of Strike-off Notice (STK-5/STK-7)

Core Procedure for Revival of Struck off Company

The process is primarily governed by Section 252 of the Companies Act, 2013.

Drafting the Petition (Form NCLT-9): Prepare a formal appeal in Form NCLT-9 explaining why the company should be restored (e.g., it was operational, holds assets, or has pending litigation).
Affidavit Verification: Support the petition with an affidavit in Form NCLT-6 to verify the facts stated.
Serving Notice to ROC: At least 14 days before the NCLT hearing, serve a copy of the petition to the Registrar of Companies (ROC) and relevant authorities like the Income Tax Department.
Tribunal Hearing: Attend the hearing where the NCLT evaluates the merits. If satisfied that the company was active or that revival is in the public interest, the Tribunal will issue a Restoration Order.
Filing Order with ROC (Form INC-28): Within 30 days of receiving the certified order, file it with the ROC using Form INC-28.
Pending Compliances: File all overdue Annual Returns (MGT-7) and Financial Statements (AOC-4) and pay any directed penalties or restoration costs.

Role of Registrar of Companies in Revival of Struck off Company

In Revival of Struck off Company proceedings, The RoC serves as the primary regulator and the “gatekeeper” of the company register.

Verification & Reporting: Once you serve a copy of your petition, the RoC examines your company’s past records and compliance history. They submit a detailed report to the NCLT, confirming whether the company was actually operational at the time of strike-off.
Raising Objections: The RoC may object to the revival if they find evidence of fraud, money laundering (especially during periods like demonetization), or if the company has no visible business activity.
Execution of Restoration: Upon receiving a certified NCLT order via Form INC-28, the RoC is legally bound to update the company’s status back to “Active” and publish the notice in the Official Gazette

Role of NCLT in Revival of Struck off Company

The NCLT is the adjudicating authority with the power to “bring the company back to life”.

Discretionary Power: Under Section 252, the NCLT evaluates if it is “just and equitable” to restore the company.
Imposing Conditions: The Tribunal rarely grants a “free” revival. It typically mandates the payment of restoration costs (e.g., ₹20,000 to ₹1,60,000 depending on years of default) and the filing of all overdue returns within a set period (usually 30 days).
Protective Orders: The NCLT can issue specific directions to protect creditors or ensure that directors do not use the revival to escape personal liabilities or disqualifications.

Judicial Approach towards Revival of Struck off Company

Indian courts have consistently taken a liberal and practical approach towards the Revival of Struck off Company, particularly in cases where the company owns assets or demonstrates genuine business intent. Judicial authorities have repeatedly held that procedural lapses such as non-filing of returns should not permanently extinguish a company’s legal existence. Where revival serves the interest of justice, protects stakeholders, or enables settlement of liabilities, courts have favoured restoration. The emphasis remains on substance over technical non-compliance, ensuring that genuine businesses are not unfairly prejudiced.

Effect of Revival of Struck off Company on Assets and Liabilities

Revival works retrospectively. The company is treated as if it had never been struck off.

Ownership Reinstatement: During the strike-off, assets are technically “bona vacantia” (belonging to the state). Revival automatically restores full ownership and control to the company.
Uninterrupted Existence: Contracts, lawsuits, and bank accounts are restored. The company can continue legal proceedings as if its legal identity was continuous.
Enforceable Liabilities: All past debts, tax dues, and contractual obligations are also revived. Directors remain personally liable for past non-compliance

Post-Restoration Compliances after Revival of Struck off Company

After Revival of Struck off Company

Form INC-28 Filing: File the NCLT order with the RoC within 30 days.
Annual Filings: Submit all pending AOC-4 (Financial Statements) and MGT-7 (Annual Returns) for every year of the strike-off company period.
Late Fees: Pay the standard additional fees (currently ₹100 per day per form) unless specifically waived by the Tribunal.
Update KYC: Complete the DIR-3 KYC for all directors to reactive their DINs

Common Challenges in Revival of Struck off Company

Delays in collecting and compiling old statutory documents often slow down the Revival of Struck off Company process.
Missing financial records, bank statements, or tax filings create difficulties in proving past business activity.
Prolonged non-compliance with ROC, Income Tax, or GST requirements increases scrutiny during Revival of Struck off Company proceedings.
Objections raised by the Registrar of Companies may lead to additional hearings and procedural delays.
Lack of proper legal drafting or incomplete petitions can result in rejection or repeated amendments before the NCLT.

Practical Situations Where Revival of Struck off Company is Advisable

Revival is the preferred route over incorporating a new company when:

Immovable Property: The company owns land or buildings that cannot be transferred without a legal entity.
Operational History: You need to maintain “vintage” or years of experience to qualify for government tenders.
Recovery of Funds: You need to withdraw significant sums from a frozen bank account

Difference between Revival of Struck off Company and Incorporation of New Company

The Revival of Struck off Company restores the original legal entity along with its past identity, assets, liabilities, and contractual rights. Upon revival, the company is treated as if it had never been struck off from the Register of Companies. In contrast, incorporation of a new company results in the creation of an entirely new legal entity with a fresh name, registration number, and compliance history. Revival is generally preferred when continuity of business, ownership of assets, or pending obligations exist, whereas incorporation is suitable for starting afresh.

Penalties and Risks if Revival of Struck off Company is Ignored

Ignoring the Revival of Struck off Company can expose directors and officers to enforcement actions for pending statutory and tax liabilities. Valuable movable and immovable assets of the company may remain legally unusable or vulnerable to claims. Continued non-action may also restrict future business or compliance opportunities linked to the struck-off entity

Why Choose My Legal Business LLP for Revival of Struck off Company

Reviving a struck-off company involves complex procedural and legal compliance before the NCLT and RoC. My Legal Business LLP offers comprehensive assistance throughout the revival process.

Our Expertise Includes

Drafting and filing of NCLT revival petitions
Strategic handling of RoC objections
Compliance regularisation post-revival
End-to-end representation before NCLT
Practical guidance aligned with judicial precedents

We focus on ensuring that revival is not only granted but sustained through proper compliance

Conclusion on Revival of Struck off Company

Sections 248 to 252 of the Companies Act, 2013 provide a balanced framework for striking-off defunct companies while safeguarding the interests of genuine businesses and stakeholders through revival provisions. While strike-off is a fast-track dissolution mechanism, it does not extinguish liabilities of directors or members.

The revival mechanism empowers companies and stakeholders to restore legal existence even years after dissolution, provided sufficient grounds are established. Timely action, proper documentation, and professional legal support play a crucial role in successfully reviving a struck-off company.

FAQs on Revival of Struck off Company

What is Revival of Struck off Company?
Revival of Struck off Company is the legal mechanism through which a company struck off by the Registrar of Companies is restored by an order of the NCLT. It brings back the company’s legal existence and corporate status.
Which law governs Revival of Struck off Company?
Revival of Struck off Company is governed by Section 252 of the Companies Act, 2013 along with the relevant NCLT Rules. These provisions outline eligibility, timelines, and procedure for restoration.
Who can apply for Revival of Struck off Company?
An application for Revival of Struck off Company can be filed by the company, its members, creditors, workmen, the Registrar of Companies, or any aggrieved person affected by the strike-off.
What is the time limit for Revival of Struck off Company?
The limitation period depends on the applicant. Aggrieved persons and RoC have 3 years, while the company, members, creditors, or workmen can apply within 20 years from the Gazette notification.
Is NCLT mandatory for Revival of Struck off Company?
Yes, Revival of Struck off Company can only be granted through an order passed by the National Company Law Tribunal. The Registrar does not have independent power to restore a company.
Can ownership of assets support Revival of Struck off Company?
Yes, ownership of movable or immovable property is considered a strong and valid ground for Revival of Struck off Company, as courts discourage leaving asset-holding entities dissolved.
Are pending ROC filings a barrier to Revival of Struck off Company?
No, pending statutory filings do not bar Revival of Struck off Company. However, the Tribunal usually directs the company to complete all pending compliances after restoration.
Does Revival of Struck off Company revive liabilities?
Yes, upon Revival of Struck off Company, all existing liabilities, obligations, and responsibilities of the company automatically stand revived along with its rights.
Can directors initiate Revival of Struck off Company?
Directors can initiate Revival of Struck off Company in their capacity as members or authorised representatives of the company, subject to proper board approval.
Is Revival of Struck off Company retrospective in nature?
Yes, once restoration is ordered, the company is deemed to have continued in existence as if its name had never been struck off from the Register.
Can the Registrar oppose Revival of Struck off Company?
Yes, the Registrar of Companies may file objections during Revival of Struck off Company proceedings if there is serious non-compliance or misrepresentation.
Is tax compliance compulsory after Revival of Struck off Company?
Yes, the company must regularise all pending income tax, GST, and other statutory filings after Revival of Struck off Company as per Tribunal directions.
Can an inactive company seek Revival of Struck off Company?
Yes, even inactive companies can apply for Revival of Struck off Company if they can show sufficient cause or demonstrate future business intent.
Does Revival of Struck off Company affect existing contracts?
Yes, Revival of Struck off Company restores the enforceability of contracts entered into before strike-off, unless otherwise declared void by law.
Is court fee payable for Revival of Struck off Company?
Yes, prescribed NCLT fees and incidental filing costs are payable while initiating Revival of Struck off Company proceedings.