How to Restore a Struck-Off Company: NCLT Appeal Process 2026

How to Restore a Struck-Off Company: NCLT Appeal Process 2026

Discovering that your company has been struck off the Register of Companies is unsettling, especially if you still have contracts, bank accounts, or receivables tied to it. The good news is that Indian company law provides a clear legal path back — restoration through the National Company Law Tribunal (NCLT). This is not automatic and it is not instant, but it is a well-established remedy that thousands of directors have used successfully.

This guide walks you through what "struck off" actually means, who is legally entitled to apply for restoration, the exact procedural steps before and after filing with the NCLT, the documents you will need, indicative 2026 costs, realistic timelines, and the penalties or complications you risk if you delay. We have also answered the questions founders ask us most often on this subject.

What Does "Struck Off" Mean

When the Registrar of Companies (ROC) forms an opinion that a company is not carrying on any business or operation — commonly because annual returns and financial statements have not been filed for two or more consecutive financial years — it can initiate action under Section 248 of the Companies Act, 2013. After following the notice procedure (Form STK-1 and public notice in Form STK-5/STK-5A), the ROC strikes the company's name off the register and publishes a notice of dissolution in the Official Gazette.

Once struck off, the company is treated, for most legal purposes, as dissolved. Its bank accounts are typically frozen, it cannot legally transact business, its Director Identification Numbers (DINs) may be flagged, and directors can be disqualified from being appointed to other companies in certain circumstances. Importantly, dissolution under Section 248 does not by itself extinguish the liability of directors, managers, or other officers who were in default — that liability continues even after the name is struck off, which is precisely why restoration matters so much to genuine businesses.

A struck-off company is different from a voluntarily wound-up or liquidated company. Strike-off is largely an administrative/compliance-driven action, which is why the law allows it to be reversed if the company can show it was, in fact, in operation or that the strike-off was otherwise unjust.

Who Can Apply for Restoration

Section 252 of the Companies Act, 2013 identifies the categories of persons who may approach the NCLT for restoration:

• The company itself, acting through its erstwhile directors or authorised representatives.
• Any member (shareholder) of the company at the time it was struck off.
• Any creditor, including trade creditors, financial institutions, employees owed dues, or statutory authorities such as the Income Tax Department, GST authorities, or the EPFO.
• Any workman or person who was employed by the company and has an outstanding claim.
• The Registrar of Companies himself, in cases where he believes the strike-off was done on incorrect facts, or where the company was actually in operation, in a similar situation to being wound up, or where restoration is otherwise just and equitable.
• Any other person aggrieved by the strike-off — this is a fairly wide category and has been interpreted by tribunals to include parties with a genuine, demonstrable interest, such as a party to a pending contract or litigation.

If you are unsure whether you qualify under one of these heads, it is worth getting a quick professional opinion before drafting the petition, because standing (locus standi) is one of the first things the NCLT bench examines.

Grounds on Which Restoration Is Typically Granted

The NCLT does not restore companies mechanically; the applicant must satisfy the tribunal on one or more of the following grounds, which are broadly drawn from Section 252 and consistent tribunal practice:

1. The company was carrying on business or was in operation at the time its name was struck off — for instance, it had active contracts, employees, ongoing litigation, immovable property, or bank balances.
2. The strike-off was based on incorrect or incomplete information, such as the ROC not having received a reply to the STK-1 notice due to a change of registered office address, or notices being sent to an outdated email/postal address.
3. It is just and equitable to restore the company — for example, where restoration is necessary to complete a pending transaction, defend or pursue litigation, realise an asset, or settle a statutory dues dispute.
4. The company or another aggrieved party did not get a fair opportunity to respond before the strike-off, undermining principles of natural justice.
5. Revival is necessary for compliance closure, such as filing pending returns and paying dues, after which the company intends to either continue operations or proceed to a voluntary/formal winding-up in an orderly manner rather than remaining in limbo.

Step-by-Step Restoration Process

Step 1: Diagnose the Strike-Off and Gather Records

Obtain the company's master data from the MCA portal, note the date of strike-off and the STK-7 public notice, and compile whatever records exist — bank statements, invoices, contracts, GST returns, ITRs, and correspondence — that demonstrate the company was operational or that dues are outstanding.

Step 2: Engage a Professional and Draft the Petition

The petition is drafted as a formal company petition, typically under Section 252(1) or 252(3) depending on who is applying and within what timeframe (explained below), supported by an affidavit, a statement of facts, and annexures evidencing the grounds for restoration. Engaging a company secretary, chartered accountant, or advocate experienced in NCLT practice improves petition quality and reduces the number of hearings needed.

Step 3: File the Petition with the Jurisdictional NCLT Bench

The petition is filed with the NCLT bench that has territorial jurisdiction over the state where the registered office was situated. The ROC is made a respondent, and in most cases so is the Income Tax Department, since tax dues can affect the outcome.

Step 4: Serve Notice and Await ROC/IT Response

The tribunal directs that notice be served on the ROC and, where relevant, the Income Tax Department. These authorities file comments or objections, which may include outstanding statutory dues, pending prosecutions, or confirmation that the company appears to have been operational.

Step 5: Hearing and Order

At the hearing(s), the bench examines the evidence and submissions. If satisfied, it passes an order restoring the company's name, usually with conditions — most commonly a direction to file all pending annual returns and financial statements, pay applicable additional fees, and settle statutory dues within a stipulated period.

Step 6: File the NCLT Order with the ROC

Within the time specified in the order (commonly 30 days, though the tribunal can prescribe otherwise), a certified copy of the order must be filed with the ROC in the prescribed e-form (Form INC-28). The ROC then restores the company's name, effectively as if it had never been struck off.

Step 7: Clear the Compliance Backlog

Once restored, the company must catch up on every pending statutory filing — annual returns (MGT-7/MGT-7A), financial statements (AOC-4), income tax returns, GST returns if applicable, and DIN/director-related compliance — generally with additional/late fees for each overdue form.

Documents Required

• Certified copy of the Certificate of Incorporation and Memorandum/Articles of Association.
• MCA master data and copy of the STK-7 public notice of strike-off.
• Board resolution or consent of the applicant authorising the restoration petition.
• Affidavit(s) verifying the facts stated in the petition.
• Evidence of business activity — bank statements, invoices, purchase/sale orders, lease agreements, GST filings, employee records, or litigation papers.
• Latest available financial statements and any income tax returns filed before strike-off.
• Proof of identity and address of directors/applicant.
• Statement of pending statutory dues, if any, and proposed compliance plan post-restoration.
• Memorandum of appearance/vakalatnama for the professional or advocate representing the petitioner.
• Demand draft or online payment proof for NCLT filing fees.

Fees Involved (Indicative, 2026)

Restoration costs typically have three components, and all figures below are broad, hedged ranges since NCLT fee schedules, ROC additional-fee slabs, and professional charges vary by bench, company size, and years of pending compliance:

• NCLT filing/petition fee: generally a modest statutory fee, often in the low thousands of rupees, fixed by the NCLT Rules — the smallest component of the overall cost.
• Professional fees for drafting the petition, affidavits, and representation: varies with case complexity, number of hearings, and whether objections are contested — commonly a few tens of thousands of rupees for straightforward matters, more for contested or multi-year cases.
• ROC additional/late fees for filing all pending AOC-4, MGT-7/7A, and other returns after restoration: these accumulate per form per year of default and can become the single largest cost if several years were missed, so early action reduces this considerably.
• Statutory dues (income tax, GST, TDS, PF/ESI where applicable) outstanding before strike-off, plus interest or late fee thereon, must also be factored in separately.

Because these figures change periodically, always confirm an exact, itemised quote before proceeding rather than relying on approximate figures from any article.

Timelines: How Long Do You Have?

The Companies Act draws an important distinction based on who is applying:

• Under Section 252(1), a person aggrieved by the strike-off (including the company or a member/creditor) may appeal to the NCLT within three years of the date of the ROC's order striking off the company.
• Under Section 252(3), if the ROC struck off the company under Section 248(5) and the company, or any member or creditor, felt aggrieved, an application for restoration can be made within a period generally understood to extend up to twenty years from the date of publication of the notice of dissolution, provided the company was carrying on business or in operation at the relevant time, or it is otherwise just for the tribunal to order revival.

In practical terms, restoration is not a short-window remedy — genuine businesses that discover a strike-off years later still generally have a route back, though the exact limitation and the tribunal's approach depend on the specific facts, so verify the applicable period with a professional based on your exact date of strike-off.

As for process duration, a straightforward, uncontested petition (no major objections from the ROC or Income Tax Department) is often resolved within a few months of filing, though contested matters or a backlog at a particular bench can extend this meaningfully. Building in a buffer for at least one adjournment is realistic.

Penalties and Common Pitfalls

• Continuing director liability: even after strike-off, directors, promoters, and officers in default remain personally liable for debts and liabilities incurred before dissolution — restoration does not erase past liability, it reopens the path to formally resolve it.
• Director disqualification risk: directors of companies that fail to file returns for three consecutive years can be disqualified from being appointed to any company for a period, a strong reason to restore and regularise promptly.
• Frozen bank accounts: banks typically freeze accounts of struck-off companies, and restoration alone does not automatically reactivate them — you will usually need to submit the restoration order and updated KYC to the bank separately.
• Missing the ROC filing deadline post-order: failing to file Form INC-28 within the time specified in the order can create fresh complications, so this step should never be delayed.
• Underestimating the compliance backlog: applicants often focus only on the restoration order and are then surprised by additional fees for years of pending AOC-4/MGT-7 filings — budget for this upfront.
• Ignoring outstanding statutory dues: unresolved GST, TDS, or income tax dues can complicate or delay both the proceeding and the post-restoration clean-up.
• DIN and DSC issues: directors' DINs may need reactivation, and expired Digital Signature Certificates will need renewal before pending e-forms can be filed.
• Treating restoration as optional: if the company holds any asset, contract, or pending litigation, restoration is often the only way to protect that value — delay only narrows your options as the limitation period runs.

Frequently Asked Questions

Can a struck-off company be restored without going to the NCLT?

Generally no. Once the ROC has struck off a company and published the dissolution notice, restoration requires an order from the NCLT under Section 252. There is no purely administrative route to reverse a completed strike-off.

Who bears the legal cost of an NCLT restoration petition?

The applicant — typically the company through its directors, or the member/creditor initiating the petition — bears the professional and filing costs, unless the tribunal directs otherwise.

Will my company's PAN, GST registration, and bank accounts automatically reactivate after restoration?

Not automatically. The order restores legal status on the ROC register, but PAN, GST registration, and bank accounts usually need separate follow-up with the respective authorities, presenting the certified restoration order and updated KYC.

What happens to pending compliance for the years the company was struck off?

All annual returns, financial statements, and other applicable filings that fell due during the struck-off period generally still need to be filed after restoration, typically attracting additional/late fees per form per year.

Can a company be restored more than once?

There is no legal bar, but each fresh strike-off requires a fresh petition and repeats the entire cost and time burden — which is why maintaining compliance after the first restoration is essential.

Is there a difference between restoration and revival after liquidation?

Yes. Restoration under Section 252 deals specifically with companies struck off by the ROC under Section 248. Companies that have gone through formal liquidation/winding-up follow a different and generally more complex process.

Can directors who were disqualified due to the strike-off get their DIN reactivated?

Often yes, once the company is restored and pending filings are completed, directors can pursue reactivation of their DIN and removal from the disqualified list, subject to the applicable rules at the time.

How soon should I act if I just discovered my company was struck off?

As soon as possible. Evidence gets harder to gather over time, dues and interest keep accumulating, and any assets or contracts tied to the company remain at risk the longer restoration is delayed.

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