How to Reopen or Restore a Struck-Off Private Limited Company in India

Imagine you registered a private limited company a few years ago, but it was stricken off the records due to paperwork or commercial slowdown.  You desire a new start, but your firm is gone.

The Registrar of Companies (ROC) strikes off a corporation from the official record. Numerous Indian private limited companies are closed for inactivity or missing compliance filings. The National Company Law Tribunal may resurrect such firms under the 2013 Companies Act. 

This might happen if yearly reports or financial statements are missing, the firm doesn’t start within a year of formation, or the directors request voluntary closure. The corporation is dormant and cannot legally operate until revived.

Fortunately, revival is possible. A struck-off corporation may be revived under the Companies Act, 2013. How to re-establish a private limited company struck off? This tutorial covers everything from understanding the formalities to submitting the petition and recovering your firm.

What Does “Company Status: Strike Off” Mean?

When the ROC “strikes off” a corporation, it takes it out of the official records and declares it dormant. Under Section 248 of the Companies Act, 2013, the ROC may strike out a company that isn’t following the rules or isn’t functioning anymore.

A company that has been struck off cannot lawfully transact business, sign contracts, or have bank accounts until it is resurrected.

There are various reasons a company can be closed off:

• Non-Commencement of Business: A company may be struck out if it does not start operations within one year of its establishment.
• Inactivity: Companies that have not operated for two financial years may be eligible.
• Voluntary Closure: Shareholders may close businesses owing to strategic changes or lack of profitability.
• Non-Compliance: The ROC may involuntarily strike off anyone who fails to submit yearly returns or comply with statutes.

Know the difference between strike-off and voluntary closure. Company directors/shareholders may initiate a strike-off, or the ROC can do so for non-compliance. Formal winding-up or liquidation is a distinct procedure for closure.

Winding up a company involves formally closing its operations and dissolving its legal identity. To understand the detailed procedure, read our guide on What is the process of winding up a Private Limited Company?

A struck-off corporation may be reinstated under the Companies Act, 2013, for any cause.

Can a Struck-Off Company Be Revived?

Yes. The National Company Law Tribunal (NCLT) may revive such entities under Section 252 of the Companies Act. Reviving a firm typically requires continuous activity, assets, or an accidental strike-off. Section 252(3) of the Companies Act requires restoration applications within 20 years of the company’s name being struck off.

There are two main ways to revive a struck-off company:

1. Appeal Before NCLT (National Company Law Tribunal)
   • Directors, shareholders, and others may petition the NCLT to revive the company. A copy of the ROC strike-off notice or order, an affidavit, and a memorandum of presence or board resolution allowing representation must accompany the Form NCLT-9 petition.
   • The tribunal examines the reasons for the strike-off and may order restoration if satisfied that revival is justified.
2. Application by ROC or an Aggrieved Person
   • In some cases, the ROC itself can apply to restore the company if the strike-off was done in error.
   • Creditors, workmen, or any person affected by the strike-off can also approach the NCLT to request revival.

Once approved, the company is restored in the official records and can resume its operations legally.

Documents Required for Revival of a Company

• Key documents:
  • Certificate of Incorporation
  • MOA & AOA
  • Board Resolution
  • Financial statements since the strike-off
  • NCLT petition and affidavit
  • PAN of the company (Optional – NCLT sometimes asks for it in restoration petitions)
  • ID proofs of directors

The MOA and AOA help establish the company’s basic structure during the revival process. If you want to revisit their purpose, refer to our detailed guide here: A Complete Guide to MOA and AOA: Meaning, Differences, and Importance

Process to Reopen or Restore a Closed Private Limited Company

Reviving a struck-off private limited company involves a clear legal process. Here’s a step-by-step guide to help you navigate it:

Step 1: Identify Eligibility

Before filing for revival, determine who can apply:

• The company itself – through its members, directors, or authorised representative
• Creditors, workmen, or anyone affected by the strike-off – those who have a legitimate interest in the company’s restoration
• ROC (Registrar of Companies) – in case the strike-off was due to an error

Step 2: File a Petition for Revival with NCLT

To start the revival process, a petition must be filed with the National Company Law Tribunal (NCLT) using Form NCLT-9.

Supporting documents typically include:

• Certified copy of the order for strike-off
• Board resolution approving the revival
• Affidavit verifying the petition
• Financial statements since the company was struck off
• Proof of business operations (if any)

Step 3: Draft Petition for Revival of Struck-Off Company

The draft petition is a crucial document that explains why the company should be restored. It must clearly show:

• A genuine reason for revival
• The company’s intent to continue business
• Readiness to comply with all pending statutory obligations

Step 4: NCLT Hearing and Order

Once the petition is filed, the NCLT examines the case. If satisfied, the tribunal issues a revival order, directing the ROC to restore the company’s name in the official records.

Step 5: Filing with ROC

After receiving the NCLT order:

• Must file Form INC-28 within 30 days of receiving the NCLT order with the ROC to complete the restoration process officially
• Update all pending annual filings, including AOC-4 and MGT-7
• Pay any applicable late fees or penalties to restore full compliance

Cost of Company Revival

Restoring a dissolved private limited firm in India requires multiple expenses, influenced by how complex matters are, advisor charges, and unresolved legal duties.

Here’s what you’ll likely need to pay:

Cost Range

(Costs vary by NCLT jurisdiction and the level of post-restoration compliance filings)

Component	Estimated Cost (INR)
NCLT petition fee	₹1,000
Professional fees	₹25,000–₹75,000+ (Depends on the professionals)
Documentation charges	₹5,000–₹10,000
Statutory penalties	Varies (₹5,000–₹2,00,000+)
ROC/INC-28 fee	Standard MCA rates

Timeframe for Restoration of a Company

Reinstating a dissolved private limited firm usually requires several weeks or more. The precise duration relies on which NCLT division processes the request, alongside the clarity and completeness of the submitted paperwork.

Delays usually happen if forms are missing, papers lack required details, or yearly reports remain outstanding. When submissions are complete ahead of time, processing tends to move much faster.

After Revival: Compliance Checklist

Compliance Area	Action Required	Deadline
Overdue Annual Returns (MGT-7)	File all pending annual returns with the Registrar of Companies (ROC)	Immediately after revival; for all missed years
Overdue Financial Statements (AOC-4)	Submit all pending financial statements	Immediately after revival; for all missed years
Company Master Data Update	Update directors, registered office, shareholding, and other details on the MCA portal	Immediately after revival
Income Tax Filing (ITR)	File pending income tax returns	As per the Income Tax Act deadlines
Goods and Services Tax (GST)	Update registration and file pending GST returns, if applicable	Monthly/quarterly / annually
Board Meetings & Resolutions	Conduct board meetings and pass necessary resolutions	As required under the Companies Act
Annual Compliance	Ensure timely filing of future AOC-4, MGT-7, and other statutory returns	Every financial year
Statutory Registers	Maintain updated registers (shareholders, directors, loans, contracts, etc.)	Ongoing
Other Applicable Licenses	Renew or update licenses, permits, or registrations required for business	As per regulatory requirements

Legal Provisions: Revival Under Companies Act, 2013

The revival of a company under the Companies Act, 2013, is governed mostly within Sections 248 to 252 – these define how a company can be struck off and later restored.

• Section 248 empowers the Registrar of Companies (ROC) to remove a company’s name from the official register if it has failed to operate or comply with filing obligations.
• Section 252 provides the mechanism for restoration of such companies through an application or appeal made to the National Company Law Tribunal (NCLT).

Under NCLT Rules, a petition for revival must be filed in Form NCLT-9, supported by all relevant documents. The NCLT examines the petition and, if satisfied that the company was carrying on business or had valid reasons for non-compliance, may order its restoration.

The Tribunal also has the authority to impose specific conditions for revival, such as:

• Filing all overdue annual returns and financial statements
• Paying any outstanding fees, penalties, or additional charges
• Complying with any other directions the Tribunal considers appropriate

Once the NCLT passes its order, the company must file it with the ROC in Form INC-28, after which the company’s name is officially restored to the register.

Conclusion

Reviving a struck-off company is not as daunting as it seems. A number of firms choose this option once they’re prepared to begin anew – legal rules outline exactly how it’s done. By submitting correct paperwork on schedule, your private limited firm may restore its official standing and restart activities smoothly.

Because this procedure includes legal filings, court sessions at the NCLT, also requires thorough documentation, it works better when managed with expert support. At LegalWiz.in, our experts can guide you through reinstating your firm – handling each phase smoothly; from submitting documents to the NCLT right up to meeting ROC standards – with precision and openness throughout.