How to Revive a Struck-Off Company Through the NCLT Under Section 252

Why do companies get struck off?

The ROC can strike off a company under section 248(1) if it failed to commence business within a year of incorporation, or has not carried on business for two financial years and has not applied for dormant status. In practice, most companies are struck off for not filing financial statements and annual returns. Once struck off, the company cannot operate its bank account, sign contracts or file returns, and its directors may face disqualification.

Who can apply and when?

Section 252(1) lets any person aggrieved by the ROC's order appeal to the NCLT within three years. Section 252(3) lets the company, a member, a creditor or a workman apply within twenty years of the Gazette publication if they feel aggrieved, and the Tribunal may restore the name if the company was carrying on business or it is otherwise just to do so. Evidence that the company was operating, such as bank statements, invoices and tax filings, is central.

What goes into the petition?

The petition in NCLT-9 is supported by an affidavit, evidence of business activity and the company's financial records. A copy is served on the ROC, which is the respondent, and usually the Regional Director and income tax authorities. The ROC files a report, often recording the defaults, and the Tribunal may impose costs and direct the company to file all pending documents with late fees.

• Petition in NCLT-9 with affidavit
• Certificate of incorporation, MoA and AoA
• Audited financial statements for recent years
• Bank statements, GST and income tax returns showing activity
• Copy of the strike-off notice
• Board resolution authorising the petition
• Proof of service on the ROC

What happens after the NCLT order?

Deliver a certified copy of the order to the ROC within 30 days and file it in INC-28. The ROC restores the company's status to active. Then file every pending AOC-4, MGT-7 or MGT-7A and other returns with additional fees, as directed, usually within a time set by the Tribunal. Directors whose DINs were disqualified for the defaults may need to take separate steps to regularise their status.

How long does revival take?

Timelines depend on the NCLT bench's workload and the ROC's response. Several hearings are common. Prepare the evidence of business activity before filing, because thin evidence is the main reason petitions are dismissed. After restoration, budget for late fees on all pending ROC forms, which can be substantial for companies that stopped filing years ago.

Common mistakes

Applicants often file without proof that the company was operating, miss the INC-28 filing after the order, or fail to file pending returns within the time the Tribunal allowed, which can undo the benefit. Do not continue business in the company's name while it is struck off.

Step by step

1. 1Confirm status

   Check the MCA master data and the strike-off notice.

2. 2Gather evidence

   Collect bank, tax and business records showing activity.

3. 3Board resolution

   Authorise a director or professional to file the petition.

4. 4Draft NCLT-9

   Prepare the petition with affidavit and annexures.

5. 5Serve the ROC

   Serve copies on the ROC and other parties as required.

6. 6Attend hearings

   Respond to the ROC's report and Tribunal queries.

7. 7File INC-28

   File the order with the ROC within 30 days.

8. 8Clear pending filings

   File all overdue returns with additional fees.