How to Apply for Restoration of a Struck-Off Company by Filing Before the NCLT in India

When the Registrar of Companies (RoC) strikes off a company from the register under Section 248 of the Companies Act, 2013, the company ceases to exist as a legal entity. However, this does not always mean the end of the road. Section 252 of the Companies Act provides a mechanism for restoration of the company's name by filing an application or appeal before the National Company Law Tribunal (NCLT). This guide explains the grounds for strike-off, the distinction between Section 252(1) appeals and Section 252(3) applications, the step-by-step filing process, required documents, time limits, and how the Companies Compliance Facilitation Scheme, 2026 (CCFS-2026) can help in clearing pending compliances.

Understanding Strike-Off Under Section 248

The RoC may strike off a company's name from the register in two circumstances. First, under Section 248(1), the RoC may act suo motu where a company has failed to commence business within one year of incorporation, or has not been carrying on any business or operation for the immediately preceding two financial years, and has not applied for dormant status. Second, under Section 248(2), a company may voluntarily apply for strike-off through Form STK-2, supported by approval from at least 75% of the shareholders. Before initiating a strike-off, the RoC issues a notice in Form STK-1, giving the company 30 days to show cause. If no satisfactory response is received, the RoC publishes the strike-off notice in Form STK-5 in the Official Gazette and on the MCA portal. Once the strike-off is gazetted (Form STK-7), the company stands dissolved.

It is important to note that under Section 248(7), even after dissolution, the liability of every director, manager, and member of the company continues as if the company had never been dissolved. For companies facing similar compliance challenges, understanding the process for registering a Limited Liability Partnership (LLP) may be relevant if a fresh entity is needed while the restoration application is pending.

Section 252(1): Appeal by an Aggrieved Person

Section 252(1) allows any person aggrieved by the RoC's order of dissolution to file an appeal before the NCLT within three years from the date of the RoC's order notifying the company as dissolved. This provision is typically used by directors, shareholders, or creditors who wish to challenge the strike-off on the ground that it was made wrongly or without proper notice. The three-year limitation period runs from the date of the gazette notification under Section 248(5). If the appeal is filed beyond the three-year window, Section 252(3) provides an alternative route.

Section 252(3): Application for Restoration Within 20 Years

Section 252(3) provides a broader remedy. A company, or any member, creditor, or workman thereof, who is aggrieved by the company's name being struck off, may file an application before the NCLT within twenty years from the date of publication of the gazette notice under Section 248(5). This application is maintainable if the applicant can demonstrate that the company was carrying on business or was in operation at the time its name was struck off, or that it is otherwise just and equitable for the name to be restored. The NCLT, on being satisfied, may order restoration of the company's name in the register. The recent NCLT Mumbai admission of Future Consumer into insolvency demonstrates the broad jurisdiction of the NCLT in company law matters.

Step-by-Step Filing Process Before the NCLT

The application for restoration is filed in Form NCLT-9 (on legal paper) with the NCLT Bench having jurisdiction over the registered office address of the company. The prescribed filing fee is Rs 1,000. The application must be supported by an affidavit in Form NCLT-6 verifying the facts stated. The key steps are as follows: prepare and file Form NCLT-9 along with the affidavit and all supporting documents; serve a copy of the application on the RoC at least 14 days before the date of the hearing; attend the NCLT hearing where the Tribunal evaluates whether revival is just and equitable; and if the Tribunal is satisfied, it passes an order restoring the company's name. A certified copy of the NCLT order must be delivered to the RoC within 30 days, following which the RoC publishes the restoration order in the Official Gazette.

Documents Required for Restoration

The following documents must be compiled for the NCLT application: the strike-off order or gazette notification (Form STK-7), the Memorandum of Association (MoA) and Articles of Association (AoA), all pending annual returns and financial statements that were not filed, audited accounts and bank statements demonstrating that the company was active at the time of strike-off, a board resolution authorizing the filing of the restoration application, proof of payment of all outstanding fees and penalties to the RoC, identity proof and address proof of the applicant (director, member, or creditor), and a statement of affairs showing the company's assets and liabilities. It is advisable to clear as many pending filings as possible before the hearing to demonstrate good faith and compliance intent. Companies looking to increase their authorized share capital or change the company name should do so only after restoration is complete.

CCFS-2026: Clearing Pending Compliances at Reduced Cost

The Ministry of Corporate Affairs (MCA), vide General Circular No. 03/2026 dated July 8, 2026, has extended the validity of the Companies Compliance Facilitation Scheme, 2026 (CCFS-2026) up to August 31, 2026. Originally operative from April 15, 2026 to July 15, 2026, the extension was granted in view of the capacity enhancement and restoration activities being carried out at the MCA data centre following a fire incident on June 5, 2026. Under CCFS-2026, companies can clear all pending annual returns and financial statements by paying normal filing fees plus only 10% of the additional fees that would otherwise be applicable. This scheme is particularly relevant for struck-off companies seeking restoration, as filing all pending compliances is a precondition for the NCLT to consider a restoration application favourably. For more details on the scheme, see this analysis of the MCA CCFS-2026 extension to August 31.

Post-Restoration Obligations

Once the NCLT passes a restoration order, the company is deemed to have continued in existence as if its name had never been struck off. The restoration order typically directs that the appellant shall deliver a certified copy to the RoC within 30 days, the RoC shall publish the order in the Official Gazette, and the company shall file all pending financial statements and annual returns and comply with all requirements of the Companies Act. The company must also update its KYC with banks, the GST portal, the Income Tax portal, and other regulatory authorities to resume normal operations. All statutory obligations that accrued during the period of strike-off remain enforceable. Businesses considering drafting a joint venture agreement should ensure that any partner company's status in the RoC register is active before entering into binding commitments.

Common Grounds for Refusal and How to Avoid Them

The NCLT may refuse restoration if the applicant cannot demonstrate that the company was active at the time of strike-off, if pending compliances have not been cleared, if outstanding fees and penalties remain unpaid, or if the company was struck off voluntarily under Section 248(2) and the applicant is the company itself. The question of whether the NCLT has the power to revive voluntarily struck-off companies has been debated, but recent rulings have generally held that restoration is permissible where it is just and equitable, regardless of whether the strike-off was suo motu or voluntary. To maximize the chances of success, applicants should file all pending returns using CCFS-2026, clear all outstanding fees, provide strong evidence of business activity during the relevant period, and engage a Company Secretary or advocate experienced in NCLT proceedings.

Restoration of a struck-off company through the NCLT is a well-established remedy under Section 252 of the Companies Act, 2013. The process requires careful preparation of documents, filing of pending compliances (ideally under the CCFS-2026 scheme before its August 31, 2026 deadline), and presentation of a convincing case before the Tribunal. With the NCLT filing fee at Rs 1,000 and the twenty-year window for applications under Section 252(3), the remedy remains accessible even for companies that were struck off many years ago.