Company Strike-Off, Closure & Revival Services

Practical Company Secretary support for closing a dormant company, responding to ROC strike-off, and restoring a struck-off company through the NCLT.

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In short:A company can be closed voluntarily by filing Form STK-2 under Section 248(2) of the Companies Act, 2013 after clearing its liabilities, or its name may be struck off by the Registrar of Companies (ROC) under Section 248(1) for non-operation. A struck-off company can be restored by appealing to the National Company Law Tribunal (NCLT) under Section 252, within three years of the ROC order, or within twenty years where the company, a member, creditor or workman applies.

When a private or small company stops trading, closing it in the correct way matters as much as starting it. Leaving a dormant company on the register keeps annual filing obligations alive, exposes directors to penalties, and can lead to disqualification. This page explains how a company can be closed voluntarily, what happens when the Registrar of Companies (ROC) strikes off a company on its own, the consequences that follow, and how a struck-off company can be revived through the National Company Law Tribunal (NCLT).

Voluntary strike-off under Section 248(2) via Form STK-2

Under Section 248(2) of the Companies Act, 2013, a company may apply to have its name removed from the register of companies after extinguishing all its liabilities. The application is made in Form STK-2 to the ROC, read with the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.

Eligibility

A company is generally eligible to apply for voluntary strike-off if it:

Has not carried on any business or operation for two immediately preceding financial years and has not applied for the status of a dormant company; or
Has not commenced business within one year of its incorporation.

The company must first extinguish all its liabilities. Approval is required by a special resolution, or by consent of members holding at least seventy-five per cent of the paid-up share capital.

Companies that cannot use this route

Certain companies are excluded. Broadly, strike-off is not available where, in the previous three months, the company changed its name or shifted its registered office from one State to another, disposed of property or rights held for value other than in the ordinary course of business, engaged in activities other than those necessary for making the application, applied to the Tribunal for a compromise or arrangement that is not concluded, or is being wound up. Companies with pending prosecutions, inspections, investigations, unsatisfied charges, outstanding public deposits or certain regulated statuses are also restricted.

Typical documents

Board resolution and special resolution (or 75% members' consent) approving the closure;
Form STK-3, indemnity bond given by every director, duly notarised;
Form STK-4, affidavit by each director, duly notarised;
Form STK-8, statement of accounts certified by a Chartered Accountant, not older than thirty days from the date of application;
Copies of the company's latest position, PAN, and closure of bank accounts, as applicable.

Indicative process and statutory timeline

After the resolution is passed and pending liabilities are cleared, Form STK-2 is filed with the prescribed fee. The ROC examines the application and, if satisfied, issues a public notice in Form STK-6 inviting objections, typically for thirty days. If no cause to the contrary is shown, the ROC strikes off the name and publishes the dissolution in Form STK-7 in the Official Gazette, from which point the company stands dissolved. The overall duration depends on ROC processing and whether objections are received.

Strike-off by the ROC under Section 248(1)

The Registrar can also initiate strike-off on its own motion under Section 248(1), most commonly where a company has not commenced business within a year of incorporation, or has not carried on business for two preceding financial years and has not sought dormant status. The ROC issues a notice in Form STK-1, follows the public notice procedure, and ultimately removes the name and publishes dissolution in the Official Gazette. This is not a voluntary closure: it often happens because of prolonged non-filing of annual returns and financial statements, and it can catch directors by surprise.

Consequences of strike-off

Once a company's name is struck off and it is dissolved, several practical consequences follow:

The company ceases to exist as a legal entity and cannot lawfully carry on business, sign contracts, or sue in its own name;
Bank accounts in the company's name are generally frozen or closed, and access to funds becomes difficult;
The liability of every director, officer and member continues and may be enforced as if the company had not been dissolved;
Assets and property may be affected, and dealing with them cleanly usually requires restoration first;
Directors of a company struck off for continuous non-filing may face disqualification.

Revival and restoration under Section 252 (appeal to the NCLT)

A struck-off company can be brought back to life by an order of the NCLT under Section 252 of the Companies Act, 2013.

Section 252(1):Any person aggrieved by the ROC's order may appeal to the Tribunal within three years from the date of the ROC's order.
Section 252(3):The company, or any member, creditor or workman, may apply if aggrieved by the striking off, before the expiry of twenty years from the publication of the dissolution notice in the Official Gazette.

The application is filed in Form NCLT-9 with supporting documents. The Tribunal considers whether the company was, at the time of strike-off, carrying on business or in operation, or whether it is otherwise just and equitable to restore the name. Common grounds include ongoing operations, held assets or property, active bank transactions, or the company being struck off despite genuine activity. Where the Tribunal is satisfied, it orders restoration, and the company is then required to file all overdue returns and pay applicable fees to become fully compliant. The ROC and other affected parties are typically made respondents to the petition.

Director disqualification under Section 164(2) and DIN deactivation

Under Section 164(2), a director of a company that has not filed financial statements or annual returns for a continuous period of three financial years becomes disqualified, and is not eligible to be reappointed in that company or appointed in any other company for five years. In practice, disqualification is accompanied by deactivation of the Director Identification Number (DIN) and DSC-linked restrictions, which can block filings across every company where the person is a director.

The remediation path depends on facts. Options that are commonly examined include regularising the defaulting company's pending filings, seeking restoration of a struck-off company where the disqualification flows from that strike-off, and, where appropriate, pursuing relief before the appropriate forum. Each route has its own eligibility conditions and evidentiary requirements, and the correct sequence matters.

Voluntary closure vs. staying compliant

Closing a company is the right step when it has genuinely stopped operating, has no future use, and its liabilities can be cleared. Voluntary strike-off ends the annual compliance burden and reduces the risk of penalties and disqualification. Where a company is only temporarily inactive but likely to be used again, applying for dormant company status or simply maintaining minimum annual compliance may be preferable to closure. The decision turns on the company's assets, contracts, tax position, and the directors' longer-term plans.

How we help

Engagements are scoped to your situation. Typical support includes reviewing eligibility and the compliance history, advising on whether voluntary strike-off, dormant status, restoration, or continued compliance fits your facts, preparing board and shareholder resolutions and the STK-series documents, filing Form STK-2, and, where a company has already been struck off, preparing and filing the Section 252 petition (Form NCLT-9) and coordinating the subsequent compliance. Work is confirmed in writing before it begins, with the scope, documents required, and applicable government fees set out for you.

Talk to a Company Secretary

If your company is dormant, has been struck off, or you are considering a clean closure, a short consultation can help you understand your options and the right sequence of steps. Reach out on WhatsApp at wa.me/919620803375, call +91 96208 03375, or email [email protected] to book a consultation.

Frequently asked questions

Which companies are eligible for voluntary strike-off under Section 248(2)?

A company can generally apply if it has not carried on any business or operation for the two immediately preceding financial years without seeking dormant status, or has not commenced business within one year of incorporation. It must first extinguish all its liabilities and obtain approval by special resolution or consent of members holding at least 75% of the paid-up share capital. Companies with pending prosecutions, investigations, unsatisfied charges, outstanding deposits, or certain recent changes are excluded.

What is Form STK-2 and what documents go with it?

Form STK-2 is the application filed with the Registrar of Companies to remove a company's name from the register under Section 248(2). It is usually accompanied by the board and special resolutions, an indemnity bond from all directors in Form STK-3, an affidavit from each director in Form STK-4, and a statement of accounts in Form STK-8 certified by a Chartered Accountant and not older than thirty days, along with the prescribed government fee.

How can a struck-off company be revived?

A struck-off company can be restored by petitioning the National Company Law Tribunal (NCLT) under Section 252 of the Companies Act, 2013, using Form NCLT-9. The Tribunal examines whether the company was carrying on business or in operation at the time of strike-off, or whether restoration is otherwise just and equitable. If satisfied, it orders restoration, after which all overdue returns must be filed and applicable fees paid to regularise the company.

What is the time limit to file for restoration under Section 252?

There are two limits. Under Section 252(1), a person aggrieved by the ROC's order may appeal to the NCLT within three years of the date of that order. Under Section 252(3), the company or any member, creditor or workman may apply within twenty years from the date the dissolution notice was published in the Official Gazette. The applicable route and limitation depend on who is applying and the facts of the case.

Can director disqualification under Section 164 be resolved?

A director of a company that has not filed financial statements or annual returns for three continuous financial years is disqualified for five years, and the associated DIN is typically deactivated. The remediation depends on the facts and may involve regularising pending filings, restoring a struck-off company under Section 252 where the disqualification stems from that strike-off, or seeking relief before the appropriate forum. The correct route and sequence should be assessed case by case.

CS Sapna Malpani is a Company Secretary in practice. This page is for general information and does not solicit work or advertise professional fees; scope and terms are agreed individually. Statutory provisions referenced are as per the Companies Act, 2013 and the rules made thereunder.