⚠️ Important Notice: This article is strictly educational and informational. It does not constitute legal advice and does not create a lawyer-client relationship. The law changes and individual circumstances vary — for advice on your situation, consult a qualified advocate.
Why companies get struck off in the first place
The Registrar of Companies has a statutory power, under Section 248 of the Companies Act, 2013, to remove a company's name from the register. It is exercised in two situations: where the Registrar has reasonable cause to believe the company is not carrying on business or is not in operation, and where the company itself applies to be struck off.
In practice, the overwhelming majority of involuntary strike-offs follow the same pattern. A company stops filing its annual return and financial statements. The Registrar issues a notice under Section 248(1). Nobody at the company sees it, because the registered-office address is stale or the email on record belongs to someone who left years ago. The statutory period runs out, the name is struck off, and the company is dissolved.
The consequence is not merely administrative. On dissolution the company ceases to exist as a legal person. It cannot sue or be sued. It cannot deal with immovable property standing in its name. A bank will freeze its accounts. Directors may find themselves disqualified under Section 164(2). Very often the company only discovers the problem when it tries to sell an asset or defend a claim and finds it has no legal existence to do either with.
What Section 252 provides
Section 252 of the Companies Act, 2013 is the remedy. It is not a single route but two, and confusing them is the most common reason an application is filed in the wrong form or out of time.
Section 252(1) is an appeal against the Registrar's order. Any person aggrieved by an order of the Registrar striking the company off may appeal to the National Company Law Tribunal within three years of the date of that order. If the Tribunal is satisfied that the removal was not justified, it may order restoration.
Section 252(3) is a separate application, available to the company itself, or any member, creditor or workman, within twenty years of publication of the notice of strike-off in the Official Gazette. Here the test is different: the applicant must satisfy the Tribunal that the company was, at the time of striking off, carrying on business or in operation, or that it is otherwise just that the name be restored.
The twenty-year window under sub-section (3) is why a company struck off a decade ago is not necessarily beyond help. The three-year limit in sub-section (1) applies to the appeal against the Registrar's order, not to the restoration application by the company or its stakeholders.
Who may apply
Standing is wider than most people assume. Under Section 252(3) an application may be made by:
- the company itself, acting through its directors;
- any member of the company;
- any creditor — including an operational creditor with unpaid invoices; and
- any workman.
This matters in practice. A creditor who obtains a decree against a company only to find it has been dissolved is not without remedy: the creditor can apply to restore the company so that the decree can be executed against it. Equally, a minority shareholder can restore a company that the majority allowed to lapse.
The Registrar may also apply, within three years, where it appears the strike-off was procured on the basis of incorrect information.
Procedure before the Tribunal
The application is made to the bench having territorial jurisdiction over the company's registered office. For a company registered in Karnataka, that is the NCLT, Bengaluru Bench.
The application is filed in Form NCLT-9 under the National Company Law Tribunal Rules, 2016, accompanied by the prescribed fee and supported by an affidavit verifying the petition. A copy of the application, with all annexures, must be served on the Registrar of Companies and on any other person the Tribunal directs, not less than fourteen days before the date fixed for hearing.
The Registrar files a report. That report is usually decisive, because it sets out the filing history and the Registrar's view on whether the company was in fact dormant. Where the Registrar does not oppose and the documents support operation, restoration is commonly ordered.
What actually persuades the Tribunal
The statutory test under Section 252(3) is whether the company was carrying on business or in operation at the time of strike-off, or whether restoration is otherwise just. Assertions do not discharge that burden — contemporaneous documents do. The material that carries weight includes:
- Bank statements for the relevant years showing live transactions;
- Income tax returns and acknowledgements filed for the period;
- GST returns, and earlier VAT or service tax filings;
- Audited financial statements, even if filed late;
- evidence of immovable property or other assets standing in the company's name;
- pending litigation to which the company is a party;
- employment records, EPF or ESI remittances.
Where the company genuinely was not trading, the alternative limb — that restoration is otherwise just — becomes the argument. Tribunals have restored dormant companies where assets stood in the company's name that could not otherwise be dealt with, or where dissolution would defeat a creditor's decree. The applicant should expect to be put to terms: costs, and a direction to bring all outstanding filings up to date.
After the restoration order
An order of restoration is not self-executing. A certified copy of the Tribunal's order must be filed with the Registrar within thirty days. The Registrar then restores the name to the register and the company is deemed to have continued in existence as if its name had never been struck off.
That deeming provision is the practical point of the whole exercise. It restores continuity — acts done in the interim, and the company's title to its assets, are preserved. The Tribunal will ordinarily direct the company to file all overdue annual returns and financial statements with the applicable additional fees, and may impose costs payable to the Registrar.
Practical observations
A few points recur often enough to be worth stating plainly.
Limitation is calculated from the order or the Gazette notification, not from when you found out. Ignorance of the strike-off does not extend time under sub-section (1), which is one reason the twenty-year route under sub-section (3) is so often the one used.
Director disqualification is a separate question. Restoration of the company does not automatically undo a disqualification under Section 164(2), which may need to be addressed on its own footing.
Keep the registered office and email current. Almost every involuntary strike-off traces back to a notice that went to an address nobody was reading.
Frequently Asked Questions
Can a company struck off ten years ago still be restored?
Possibly. Section 252(3) allows an application by the company, a member, a creditor or a workman within twenty years of publication of the strike-off notice in the Official Gazette. The three-year limit applies to an appeal under Section 252(1) against the Registrar's order, which is a different route. The applicant must still satisfy the Tribunal that the company was carrying on business at the relevant time, or that restoration is otherwise just.
Can a creditor restore a company that owes it money?
Yes. Section 252(3) expressly gives standing to a creditor. This is commonly used where a creditor has obtained or is pursuing a decree and finds the company has been dissolved, since a dissolved company cannot be proceeded against. Restoration revives the company's legal existence so the claim can be pursued or the decree executed.
Which form is used and what is served on the Registrar?
The application is filed in Form NCLT-9 under the National Company Law Tribunal Rules, 2016, with the prescribed fee and a supporting affidavit. A copy of the application with annexures must be served on the Registrar of Companies, and on any other person the Tribunal directs, at least fourteen days before the date fixed for hearing. The Registrar then files a report, which usually carries considerable weight.
What happens to the company's property while it is struck off?
On dissolution the company ceases to exist and cannot deal with property standing in its name. Once the Tribunal orders restoration and a certified copy is filed with the Registrar within thirty days, the company is deemed to have continued in existence as if its name had never been struck off — which restores continuity of title and is usually the practical reason restoration is sought.