An RoC strike-off notice does not read like a death sentence. It is one line in the Official Gazette. But the moment your company name is struck off under Section 248 of the Companies Act, 2013, the bank accounts freeze, the GST registration lapses, pending contracts turn unenforceable, and every director carries a five-year disqualification under Section 164(2). The only way back is the revival of struck off company proceedings before the National Company Law Tribunal under Section 252, and for most directors a three-year clock is already running. Miss it, and a company you spent years building simply ceases to exist in law.
- Deadline: An aggrieved person appeals within 3 years of the RoC order [Sec 252(1)]; the company, a member, creditor or workman applies within 20 years of the Gazette notice [Sec 252(3)].
- Who must act: Directors and members of any company struck off for non-filing of AOC-4 / MGT-7, or under the post-CCFS-2026 clean-up.
- Penalty of inaction: Company dissolved, DIN deactivated, Section 164(2) disqualification for 5 years, personal liability continues under Section 248(7).
- Key action: File Form NCLT-9 before the tribunal, clear all pending returns, then file Form INC-28 within 30 days of the order.
- Time to act: Now. The 3-year appeal window is the short one, and it does not pause.
The Problem: A Struck-Off Company Is Legally Dead, But the Debts Live On
Between 2017 and 2026 the Registrar of Companies struck off more than four lakh companies for failing to file financial statements and annual returns. Around three lakh directors lost their DIN to the linked disqualification under Section 164(2)(a). Most of them found out not from a notice but from a bounced payment or a blocked MCA filing.
Here is what strike-off actually does. Under Section 250, once the name is removed the company stops to exist as a legal person, except for the limited purpose of realising amounts due and discharging liabilities. Section 248(7) is the sting in the tail: the liability of every director, manager and officer continues as if the company had never been dissolved. So the entity that could sue and be sued is gone, but the people behind it still owe the money. Assets get frozen in a company that can no longer operate them.
The tribunal has seen the pattern repeatedly. In Khetan Granite P. Ltd. v. Registrar of Companies, the NCLAT restored a company after it produced audited balance sheets and registered sale deeds for land bought during the period the RoC assumed it was defunct. The lesson from that order is blunt: companies with real assets and real operations get struck off anyway when they stop filing, and they then have to spend months and lakhs proving in court what a single AOC-4 filing would have shown for a few thousand rupees.
A quick definition helps here. “Struck off” means the Registrar has removed the company’s name from the register under Section 248, either because the company applied to close voluntarily or because the RoC believes it is not carrying on business. Removal is followed by dissolution: the company is wound up on paper without a formal liquidation. That is different from a company that is merely inactive or behind on a filing. An inactive company still exists and can file its way back cheaply. A struck-off company does not exist and has to be brought back by a tribunal. Getting that distinction wrong is what makes directors wait too long before they act.
The Two Windows: 3 Years vs 20 Years for Revival of Struck Off Company
Section 252 gives two separate routes back, and confusing them is the most common reason a revival petition is dismissed on limitation. The route decides your deadline, who can file, and which sub-section you cite.
| Feature | Section 252(1) — Appeal | Section 252(3) — Application |
|---|---|---|
| Who files | Any person aggrieved by the RoC order (often the RoC-driven cases) | The company, any member, creditor or workman |
| Time limit | 3 years from the date of the RoC order | 20 years from publication of the notice in the Official Gazette |
| Test the NCLT applies | Was the strike-off wrong or not in order? | Was the company carrying on business or in operation, or is restoration otherwise just? |
| Form | NCLT-9 | NCLT-9 (with Rule 87A of the NCLT Rules) |
| Typical trigger | Director says notice was never served | Active company that simply stopped filing |
For most private companies struck off for non-filing, the practical route is Section 252(3). The company was operating, the directors were busy running it, and the returns fell behind. Twenty years sounds generous, but the bank freeze, the GST cancellation and the director disqualification start biting from day one, so nobody actually waits.
What Changed in 2026: The Post-CCFS Strike-Off Wave
Two events reset the clock this year. On 5 June 2026 a fire at the MCA21 data centre disrupted filings, and the Ministry responded with the Companies Compliance Facilitation Scheme, 2026 (CCFS-2026), a one-time window with a 90% waiver on additional fees for pending ROC forms. General Circular 03/2026 extended that window to 31 August 2026. Companies that used it cleared their backlog cheaply.
The companies that did not are the problem. Once the amnesty closes, the Registrar returns to what Section 248(1) empowers it to do, which is to strike off companies that have not filed for two or more years or never commenced business. The 2026 clean-up is expected to mirror the earlier drives, and directors who ignored the CCFS window are the most exposed. If your company is in that group, the choice narrows to two: file everything before the RoC acts, or prepare a Section 252 petition after it does. There is no third option where the problem quietly goes away, because the RoC works off the same non-filing data whether or not you are watching. A company that has been silent on the MCA portal for years is precisely the profile the strike-off machinery looks for.
What You Must Do Now: The Restoration Process Step by Step
The revival of struck off company is a tribunal proceeding, not an online form you submit and forget. Here is the sequence a Practising Company Secretary follows.
The common errors are avoidable. Directors miss the three-year appeal window and are forced into the harder Section 252(3) route. Petitions go in without bank statements, so the tribunal cannot see the company was operating. And the certified order sits in a drawer past the 30-day INC-28 deadline, which stalls the whole reinstatement. Each of these adds months.
What Strike-Off Costs a Director Who Does Nothing
| Consequence | Provision | Real-world effect |
|---|---|---|
| Company dissolved | Sec 250 | Cannot sue, contract, or operate accounts; assets frozen |
| Director disqualified 5 years | Sec 164(2)(a) | Applies to every directorship you hold, not just the defaulting one |
| DIN deactivated | Rule 11, DIN Rules | No MCA filing, no digital signing on any company |
| Liability continues | Sec 248(7) | Directors remain personally answerable for the company’s debts |
| Acting while disqualified | Sec 167 | Imprisonment up to 1 year, or fine of ₹1 lakh to ₹5 lakh |
The Deeper Implication
According to CS Sapna Malpani, revival is always more expensive than compliance, and the gap is widening. A Section 252 petition means a Company Secretary or lawyer, tribunal costs, the additional filing fees, and the costs the bench orders paid to the RoC, commonly in the range of tens of thousands of rupees and sometimes more when the delay is long. Set that against the few thousand rupees an AOC-4 and MGT-7 filing costs each year, and the maths makes the case for staying compliant on its own.
The forward view for the next 12 months: as the CCFS-2026 amnesty closes and the MCA21 system stabilises after the June fire, the Registrar is likely to run a fresh suo-moto strike-off drive against non-filers, and Section 252 filings before the tribunals will climb with it. Directors who treat the 31 August 2026 amnesty as the last cheap exit, rather than the RoC’s opening move, will be the ones filing NCLT-9 next year.
Revival vs Strike-Off vs Dormant Status: Don’t Confuse Them
Three provisions get mixed up because they all deal with an inactive company, and they pull in opposite directions. Section 248 with Form STK-2 is how a company voluntarily closes down. Section 252 is how it comes back after being struck off. Section 455 with Forms MSC-1 and MSC-3 is how an inactive company stays alive and legal by declaring itself dormant, keeping minimal compliance so it never gets struck off in the first place. A company that plans a pause should use Section 455, not let the RoC strike it off and then pay for revival. Voluntary strike-off through STK-2 is a one-way door: a company that asked to be removed cannot generally use Section 252 to come back.
Key Takeaways
- ✔ The revival of struck off company runs through the NCLT under Section 252, not an online form.
- ✔ The appeal window under Section 252(1) is 3 years; the application window under Section 252(3) is 20 years from the Gazette notice.
- ✔ Strike-off triggers a 5-year director disqualification under Section 164(2)(a) and DIN deactivation.
- ✔ Section 248(7) keeps directors personally liable even after the company is dissolved.
- ✔ The petition is Form NCLT-9; the post-order filing is Form INC-28 within 30 days.
- ✔ Evidence of operation (bank statements, audited financials, sale deeds) is what wins restoration, as in Khetan Granite v. RoC.
- ✔ The CCFS-2026 amnesty closed on 31 August 2026; a fresh suo-moto strike-off drive is the likely next step.
- ✔ Staying compliant costs a few thousand rupees a year; revival costs many times that.
Sources and References
- Companies Act, 2013 — Sections 248, 250, 252 (India Code): indiacode.nic.in
- Ministry of Corporate Affairs — RoC Adjudication and Strike-off records: mca.gov.in
- National Company Law Tribunal — Section 252(3) orders and Form NCLT-9, Rule 87A: nclt.gov.in
- Khetan Granite P. Ltd. v. Registrar of Companies (NCLAT) — restoration on evidence of assets and operation.
- MCA General Circular 03/2026 — CCFS-2026 extension to 31 August 2026.
CS Sapna Malpani, a Practising Company Secretary in Bangalore, handles Section 252 restoration petitions, DIN reactivation, and the overdue filings that make revival possible.
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Frequently Asked Questions
What is the revival of a struck off company under Section 252?
The revival of struck off company is the legal process of restoring a company’s name to the Register of Companies after the Registrar removed it under Section 248. It is done by the National Company Law Tribunal under Section 252 of the Companies Act, 2013. On restoration the company is treated as if it had never been struck off, its assets revert to it, and the directors can resume operations after the overdue returns are filed and any costs the tribunal imposes are paid.
What is the time limit to file for revival of a struck off company?
There are two limits. A person aggrieved by the Registrar’s order can appeal to the NCLT within three years of that order under Section 252(1). The company, a member, creditor or workman can apply for restoration within twenty years from the date the strike-off notice was published in the Official Gazette under Section 252(3). Most operating companies struck off for non-filing use the twenty-year route, but they act quickly because the bank freeze and director disqualification bite immediately.
Which form is used to revive a struck off company?
The petition to the tribunal is filed in Form NCLT-9, supported by an affidavit and a board resolution, with the Registrar of Companies named as respondent. After the NCLT passes the restoration order, the company files Form INC-28 with the Registrar within 30 days of the order to give it effect, and then files all the overdue AOC-4 and MGT-7 returns along with the additional fees.
Does strike-off remove director disqualification?
No. Strike-off makes it worse. When a company fails to file financial statements or annual returns for three continuous years, every director is disqualified for five years under Section 164(2)(a) and the DIN is deactivated. Section 248(7) also keeps directors personally liable for the company’s dues even after dissolution. The disqualification only unwinds once the company is restored under Section 252 and the overdue returns are filed, which is why revival and DIN reactivation go together.
How much does it cost to revive a struck off company?
The cost has several parts: professional fees for drafting and arguing the NCLT-9 petition, the tribunal filing fee, the additional fees on every overdue return, and the costs the tribunal orders be paid to the Registrar, which commonly run into tens of thousands of rupees and rise with the length of the delay. Compared with the few thousand rupees a year that timely AOC-4 and MGT-7 filings cost, revival is always the more expensive path.
Can a company struck off voluntarily be revived under Section 252?
Generally no. Section 252 is aimed at companies removed by the Registrar’s action, including suo-moto strike-off for non-filing. A company that voluntarily applied to be struck off using Form STK-2 chose to close, so it cannot usually reverse that through Section 252. A company that wants to pause operations without being struck off should instead apply for dormant status under Section 455 using Forms MSC-1 and MSC-3, which keeps it alive with minimal compliance.