Received an STK-1 or STK-5 notice from the ROC? Here is exactly how to respond, what documents you need, and how to save your company from being struck off.
How to Reply to an ROC Strike-Off Notice (STK-1/STK-5): Step-by-Step Guide
There are few things more alarming for a founder than opening an email or the MCA portal and finding an official notice stating that the Registrar of Companies intends to strike your company's name off the register. Your first reaction is probably panic, followed quickly by "wait, can they actually just remove my company?"
The honest answer is yes, they can, if you do not respond properly and on time. But here is the reassuring part: an ROC strike-off notice is not a final order, it is a show-cause opportunity. The ROC is legally required to give you a chance to explain why your company should continue to exist on the register before it takes further action. If you reply correctly and promptly, in most genuine cases, the company can be saved. This guide walks you through exactly what to do.
What is an ROC Strike-Off Notice
A strike-off notice is a formal communication issued by the Registrar of Companies under the Companies Act, 2013, when it believes a company is not carrying on business or has failed to comply with statutory filing requirements for a continuous period.
The two forms you are most likely to encounter are:
- STK-1: This is the notice issued by the ROC to the company and its directors, stating the ROC's intention to remove the company's name from the register, and asking for a reply within a specified period, along with reasons why this should not happen.
- STK-5: This is a public notice, typically published on the MCA website and in the Official Gazette, informing the public at large (including creditors, shareholders, and other stakeholders) about the proposed strike-off, and inviting objections.
The ROC generally initiates this process when it finds that a company has not been carrying on any business or operation, or has failed to file its financial statements or annual returns for a continuous period, among other grounds specified under the Companies Act.
Receiving this notice does not mean your company is already struck off. It means the clock has started on a defined response window, and what you do next determines the outcome.
Why It Matters
Ignoring a strike-off notice, or assuming "the company was inactive anyway, so it doesn't matter," is a decision many directors later regret. Here is why responding matters so much:
- Once a company is struck off, its legal existence effectively ends, except for the limited purpose of realising amounts due and paying liabilities.
- Directors of a struck-off company can face restrictions and disqualification, particularly if the strike-off happened due to non-compliance rather than a voluntary, properly conducted closure.
- Bank accounts get frozen or closed, and the company can no longer legally enter into contracts, raise invoices, or operate.
- If the company has assets, contracts, pending receivables, or ongoing litigation, a strike-off complicates all of these significantly, and restoring a struck-off company later, through the National Company Law Tribunal (NCLT), is a far more expensive, time-consuming, and uncertain process than replying to the original notice.
- Even if you intended to close the company anyway, an uncontrolled strike-off (as opposed to a voluntary closure you manage) can leave loose ends: unresolved liabilities, unclear director status, and complications for future ventures.
Simply put, responding to the notice within the window is dramatically easier than trying to reverse a strike-off after it has happened.
When It Applies / Who Is Affected
A strike-off notice can be triggered under circumstances such as:
- The company has not commenced business within a specified period of incorporation.
- The company has not filed its financial statements or annual returns for a continuous period of financial years.
- The subscribers to the memorandum have not paid the subscription amount and no declaration of commencement of business has been filed.
- On physical verification, the company is found to not be carrying on any business or operations at its registered office.
This affects:
- Private limited companies and OPCs that have gone inactive without formally applying for dormant status or voluntary strike-off.
- Companies with pending ROC filings, where non-filing has continued long enough to draw ROC attention.
- Directors, whose names and DIN status get affected if the company is struck off due to default rather than a voluntary process.
- Shareholders and creditors, who may need to respond separately if they have a stake in keeping the company active or recovering dues.
If you have received STK-1, it is addressed specifically to your company and its directors. STK-5, being a public notice, may be something you discover proactively by checking the MCA website periodically, rather than receiving it directly, so it is worth checking your company's status on MCA even if you have not received a direct notice.
What You Need / Documents Required
To prepare a strong reply to a strike-off notice, gather:
- Copy of the STK-1/STK-5 notice received, noting the date of issue and the deadline for reply
- All pending ROC filings (AOC-4, MGT-7, and any other overdue forms) completed or in the process of being completed
- Financial statements for the relevant years, showing the company's actual financial position
- Proof of business activity, such as bank statements, invoices, GST returns, or contracts, if you are arguing the company is actually operational
- Board resolution authorising the reply and any related compliance steps
- Details and DIN of all directors, along with their KYC status
- Registered office proof, especially if the notice relates to non-verification of the registered office
- Any past correspondence with the ROC regarding the company's status
If your company genuinely has no business activity and you do not intend to continue it, you may instead choose to proceed with a voluntary strike-off application (STK-2), which is a controlled, cleaner way to close the company, rather than fighting the notice.
Step-by-Step: How to Reply to the Notice
- Read the notice carefully and note the deadline. STK-1 specifies a period within which you must respond, typically a matter of weeks. Missing this deadline weakens your position considerably.
- Decide your objective. Do you want to keep the company active and compliant, or was the company genuinely meant to be closed anyway? This decision shapes your entire response strategy.
- If you want to keep the company active:
- Complete all pending ROC filings immediately, including overdue AOC-4 and MGT-7 forms, along with applicable additional fees.
- Draft a written reply to the ROC, explaining that the company is operational (or intends to be), listing the steps taken to cure past defaults, and requesting that the strike-off proceedings be dropped.
- Attach evidence of business activity, such as invoices, bank statements, or contracts, if available.
- Submit the reply within the stipulated time, through the prescribed mode (physical submission to the Registrar's office and/or online, as applicable).
- If the company is genuinely inactive and you agree with closure:
- Consider filing Form STK-2 for voluntary strike-off, which requires a statement of accounts, an indemnity bond, an affidavit from directors, and other prescribed documents.
- Ensure that all pending filings and liabilities are cleared before applying, since incomplete compliance can delay or derail voluntary closure too.
- Track the ROC's response. After submission, monitor the MCA portal and any communication from the ROC to confirm whether the strike-off proceedings have been dropped, or whether further clarification or documents are required.
- If the company has already been struck off before you could respond, your remedy shifts to filing an appeal for restoration before the National Company Law Tribunal (NCLT), which is a more formal legal process requiring grounds for restoration, supporting evidence, and often professional representation.
- Once resolved, set up an ongoing compliance system so that the company does not drift into default again, since a second strike-off notice is treated far more seriously than the first.
Fees and Penalties 2026
- Responding to STK-1 with a written reply itself does not usually carry a separate "reply fee," but any pending statutory filings you clear as part of your response will attract the applicable additional fees for the period of delay.
- If you choose voluntary strike-off via STK-2, there is a prescribed government filing fee for that form, along with professional fees for preparing the required affidavits, indemnity bonds, and statement of accounts.
- If the company has already been struck off and you need to restore it via the NCLT, this involves NCLT filing fees, legal/professional fees, and potentially the additional fees for all pending ROC filings that will need to be completed as part of the restoration process, which can be considerably higher than responding to the original notice in time.
Since government fees, NCLT filing costs, and additional fee slabs are updated periodically, please verify the current rate with the MCA and NCLT before proceeding, rather than relying on previously quoted figures.
Timeline and Deadlines
- STK-1 typically gives the company and its directors a defined response window, generally a matter of weeks from the date of the notice, to submit objections or representations.
- STK-5, the public notice, similarly opens a window for objections from the public, including creditors and other stakeholders, before the ROC proceeds further.
- If no satisfactory reply is received within the window, the ROC can proceed to publish a further notice and eventually strike off the company's name, after which the company's name is published in the Official Gazette as dissolved.
- Restoration after strike-off, via the NCLT, is subject to its own limitation period under the Companies Act, generally counted from the date of the strike-off order, so this is not something to delay either.
Because these windows are relatively short and procedural steps take time (especially pending ROC filings), it is important to start acting the moment you receive or discover the notice, not closer to the deadline.
Key Distinctions: STK-1 vs STK-5 vs STK-7
- STK-1 is the notice sent directly to the company and directors, initiating the strike-off process and inviting a reply.
- STK-5 is the public notice of the proposed strike-off, published for objections from the wider public, including creditors.
- STK-7 is the final public notice confirming that the company's name has actually been struck off and the company stands dissolved.
- Voluntary strike-off (STK-2), initiated by the company itself, is fundamentally different from an ROC-initiated strike-off. In voluntary closure, you control the timeline and documentation; in ROC-initiated action, you are reacting to a process already set in motion, with a shorter window to act.
Common Mistakes Companies Make
- Ignoring the notice because the company was already inactive, without realising that a controlled reply or voluntary closure protects directors better than an ROC-driven strike-off.
- Missing the response deadline because the notice was only noticed after significant delay.
- Replying without first clearing pending statutory filings, weakening the credibility of the reply.
- Assuming a strike-off automatically clears past penalties and director disqualification risk, which it does not.
- Not checking the MCA portal periodically for public notices (STK-5) that may not have been directly communicated.
- Attempting to restore a struck-off company without proper legal representation before the NCLT, leading to delays or rejection.
- Failing to inform stakeholders (bank, vendors, employees) about the company's status during the dispute, causing operational confusion.
FAQ
What is the difference between STK-1 and STK-5?
STK-1 is the direct notice sent to the company and its directors proposing strike-off and asking for a reply. STK-5 is a public notice inviting objections from creditors and the general public. Both are part of the same overall strike-off process but serve different audiences.
How much time do I have to reply to an STK-1 notice?
The notice itself specifies a response window, generally a matter of weeks from the date of issue. It is important to read the specific notice carefully, as exact timelines can vary, and to respond well before the stated deadline.
Can I save my company if it has already been struck off?
Yes, in many cases, through a restoration application filed before the National Company Law Tribunal (NCLT). This process requires demonstrating valid grounds for restoration and is generally more expensive and time-consuming than replying to the original notice.
What if my company genuinely has no business activity, should I still reply?
Yes. Even if you plan to close the company, it is usually better to control the process through a proper reply or a voluntary strike-off application (STK-2), rather than letting the ROC strike it off unilaterally, which can leave compliance and director-status complications.
Will a strike-off affect my ability to be a director in other companies?
It can, particularly if the strike-off resulted from non-compliance rather than a voluntary, properly documented closure. Director disqualification consequences under the Companies Act can extend beyond the single struck-off company.
Do I need a lawyer or CA to reply to a strike-off notice?
While you can technically reply yourself, the reply needs to be backed by completed filings, proper documentation, and legally sound reasoning. Given the tight deadlines and the seriousness of getting it wrong, professional assistance is strongly recommended.
What happens to company assets and bank accounts after strike-off?
Once struck off, the company's bank accounts are typically frozen, and its ability to operate, contract, or deal with its assets is severely restricted, since it no longer exists as a going entity except for limited winding-up purposes.
Can creditors object to a company being struck off?
Yes. STK-5, the public notice, specifically invites objections from creditors, shareholders, and other stakeholders who may have a financial or legal interest in the company continuing to exist, or in ensuring liabilities are settled before closure.
How Legal Suvidha Makes This Effortless
This is exactly the kind of process where one wrong document, a mismatched detail, or a missed deadline turns into a rejection, a resubmission, or a running penalty. Legal Suvidha handles the whole thing end-to-end so you can focus on your business.
- Fixed, all-inclusive price quoted upfront — professional fee plus government fee, itemised, with no hidden charges appearing later.
- A dedicated Chartered Accountant / Company Secretary who owns your case from the first call to the final certificate.
- Proactive updates and deadline alerts at every stage — we do not disappear after payment.
- Trusted by 10,000+ founders with a 4.9/5 rating and a multi-disciplinary team of CAs, CSs and lawyers.
Talk to a Legal Suvidha expert today for a free consultation and an exact, transparent quote on WhatsApp — and get it done right the first time.
