How to restore a struck-off company in India
A struck-off company can be restored by applying to the National Company Law Tribunal (NCLT) under Section 252 of the Companies Act 2013. Directors, members, creditors, or any aggrieved person can file the petition, along with evidence that the company was operating or that restoration is otherwise justified. If the NCLT approves, the company is treated as if it had never been struck off — but all overdue filings must be brought current, with full late fees. Expect 6 to 12 months and total costs well above what voluntary closure would have cost.
The bank account frozen mid-transaction
A common trigger for restoration requests: a company discovers, often when a bank transaction is blocked or a client asks for a fresh GST invoice, that the ROC struck it off months earlier for not filing annual returns. The directors had no idea — perhaps the show cause notice went to an old registered office address, or was missed in the flood of MCA emails. Now there is a live contract, an unpaid invoice, or company funds sitting in a frozen bank account, and the company legally does not exist. This is precisely the scenario Section 252 restoration is designed to fix.
Two routes under Section 252
Section 252(1) allows the company itself, any member, any creditor, or any workman to appeal to the NCLT within three years of the date of the ROC's striking-off order. This route is typically used when the strike off itself was procedurally flawed — for instance, if the show cause notice was never properly served, or the company was in fact carrying on business and had simply missed a filing deadline it could easily rectify.
Section 252(3) is broader: any person aggrieved by the strike off — which includes directors, shareholders, creditors, employees, tax authorities, or regulatory bodies — may apply to the NCLT within twenty years of the publication of the notice dissolving the company, if the company was carrying on business or in operation at the time of striking off, or if the Tribunal is otherwise satisfied that it is just to restore the company. The Registrar can also apply suo motu under this provision. In practice, most restoration petitions filed by founders years after a suo motu strike off proceed under Section 252(3), since the three-year window under 252(1) has often already lapsed by the time the founders realise what happened.
Step 1 — gather evidence that the company was operating
The core of any restoration petition is demonstrating that the company was carrying on business, or was otherwise genuinely operating, at or near the time it was struck off. Useful evidence includes bank statements showing transaction activity, GST returns filed for the relevant periods, invoices raised to or received from customers and vendors, employee payroll records, lease or rent agreements for office premises, and any contracts in force. The stronger and more contemporaneous this evidence, the more persuasive the petition.
Step 2 — engage a CA or company secretary and draft the petition
The petition to the NCLT is typically drafted by a practising company secretary or advocate, working with the company's CA to compile the compliance history and financial evidence. The petition sets out the grounds for restoration, attaches the supporting documents, and names the ROC as a respondent (since the ROC's order is what is being challenged or reversed). If tax dues or GST issues are involved, the Income Tax Department or GST authorities may also need to be put on notice.
Step 3 — file with the NCLT and serve notice on the ROC
The petition is filed with the NCLT bench having jurisdiction over the company's registered office. Notice must be served on the Registrar of Companies, who typically files a reply confirming the grounds on which the company was struck off and stating whether the ROC has any objection to restoration. In many cases, especially where the company demonstrates it was operating, the ROC does not seriously contest restoration — but the process still requires a formal hearing.
Shunya's CA team prepares the compliance evidence and coordinates the NCLT petition end to end.
Talk to a CA →Step 4 — NCLT hearing and order
The NCLT hears the petition, examines the evidence of operation, and considers the ROC's response. If satisfied, the Tribunal passes an order directing the ROC to restore the company's name to the register. The order typically also directs the company to file all pending annual returns and financial statements, pay all applicable late fees and additional fees, and comply with any other directions the Tribunal considers appropriate — such as depositing costs with the ROC or the Registrar's office.
Step 5 — file the restoration order with the ROC and clear pending compliance
Once the NCLT order is obtained, the company files it with the ROC (in practice, through the relevant e-form on the MCA21 portal) to have its status updated from "struck off" back to "active." The company must then file every pending AOC-4 and MGT-7 for the years it was struck off, along with the late fee of Rs 100 per day per form — this can be substantial if the company was struck off for a long period. Directors who were disqualified under Section 164(2) due to the non-filing that led to the strike off will also need this compliance brought current before disqualification is lifted.
Timeline and cost
A restoration petition typically takes 6 to 12 months from filing to a final NCLT order, depending on the tribunal bench's workload and whether the ROC raises objections. Costs include NCLT filing fees, advocate or company secretary fees for drafting and arguing the petition (commonly Rs 30,000–75,000 depending on complexity), and the compliance catch-up cost — all pending AOC-4/MGT-7 filings with accumulated late fees, which can run into several lakhs of rupees for a company struck off for multiple years. Altogether, restoration is almost always more expensive than the original strike off would have been to prevent, which is why timely annual filing or a voluntary STK-2 closure — before the ROC acts — is always the cheaper path.
What restoration does and doesn't undo
Once restored, the company is legally treated as if it had continued in existence throughout — contracts, liabilities, and rights are unaffected by the intervening period of strike off. However, restoration does not erase the compliance failures that led to the strike off; penalties for late filings still apply in full, and directors who were disqualified must separately have that disqualification addressed once the filings are brought current. Restoration is a legal remedy for the company's status, not an amnesty for the underlying non-compliance.
How long do I have to apply for restoration after a company is struck off?
Two windows apply. Under Section 252(1), the company itself, a member, a creditor, or a workman can appeal to the NCLT within 3 years of the date of the ROC's striking-off order, typically used when the strike off was procedurally improper. Under Section 252(3), any person aggrieved — including the ROC itself, acting suo motu — can apply within 20 years of the strike off if the company was carrying on business or was in operation at the time, or if it is otherwise just to restore it. In practice, most founder-initiated restorations proceed under Section 252(3).
This article is for general information only. For your specific situation, consult a practicing CA.
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