Revival of Struck Off Company

When the Registrar of Companies strikes off a company under Section 248 of the Companies Act, 2013, the company's name is removed from the Register of Companies. The company ceases to exist as a legal entity. It cannot carry on business, enter into contracts, file lawsuits, or operate bank accounts. All assets become 'Bona Vacantia' (ownerless property) and vest in the Central Government. The CIN is deleted from the register. Striking off can happen for: failure to commence business within 1 year, no business for 2 years, failure to file annual returns for 2 years, or non-maintenance of registered office.

Under Section 252, the application for revival must be made within 6 years from the date of striking off. The ROC cannot accept applications after the 6-year period. For companies struck off more than 6 years ago, Section 254 provides an alternative route through the National Company Law Tribunal (NCLT), which has no strict time limit and can revive a company on just and equitable grounds. If the company was struck off by NCLT order (rather than ROC), only Section 254 applies.

Section 252 (ROC route): Application is made to the ROC within 6 years of striking off. The ROC can restore the company on 'sufficient cause.' Simpler, faster (60-90 days), and lower cost. Suitable for straightforward cases of non-compliance. Section 254 (NCLT route): Petition is filed with the NCLT/Tribunal. No strict time limit. The Tribunal can restore the company on 'just and equitable grounds.' More complex, longer (120-180 days), higher cost. Suitable for: companies struck off beyond 6 years, disputed striking off, physical verification cases, companies with significant assets.

Under Section 248(6) and Section 454A, when a company is struck off, all its assets (land, buildings, investments, cash, inventory, intellectual property) become 'Bona Vacantia' - ownerless property that automatically vests in the Central Government. The ROC takes possession and holds these assets on behalf of the government. After revival, the company must apply to the Ministry of Corporate Affairs for the return of its assets. This process is known as 'Bona Vacantia recovery' and requires separate application and documentation.

Yes, through Section 254 (NCLT route). The NCLT has no strict time limit for revival applications and can restore a company on 'just and equitable grounds' even after many years. However, the longer the company has been struck off, the stronger the grounds needed. The NCLT will consider: (a) Whether the striking off was justified, (b) Whether the company has assets worth reviving, (c) Whether creditors or shareholders would be prejudiced by revival, (d) Whether the company has a genuine business purpose for revival. Applications 10+ years old require strong justification.

Sufficient cause for Section 252 revival includes: (1) Company was struck off due to non-receipt of documents (mail sent to wrong address, returned undelivered), (2) Company was unaware of the striking off proceeding, (3) Directors had genuine health or personal issues preventing compliance, (4) Company had ongoing legal proceedings at the time of striking off, (5) Company has significant assets or liabilities requiring proper resolution, (6) The striking off was based on incorrect information, (7) The company was actively attempting compliance but faced technical difficulties. The ROC has discretionary power and may refuse if cause is not 'sufficient.'

Procedure: (1) Obtain the Section 248 striking off order from ROC. (2) Pay all outstanding filing fees and penalties (MGT-7, AOC-4). (3) File overdue annual returns and financial statements. (4) Prepare and file Form SFE-1 (Application for Revival) on MCA portal. (5) Submit affidavit from a director, justification letter, and shareholders' consent. (6) ROC publishes the application and allows 30 days for objections. (7) ROC reviews objections and may hold a hearing. (8) ROC issues revival order with or without conditions. (9) Company is restored to Register of Companies.

Procedure: (1) Draft a detailed petition under NCLT Rules, 2016 with Statement of Affairs. (2) Publish public notice in newspaper as required by NCLT Rules. (3) File petition with NCLT having jurisdiction. (4) Pay NCLT petition fee based on company's paid-up capital. (5) Serve notice to ROC, creditors, and other parties. (6) Attend NCLT hearing with evidence: incorporation documents, striking off order, justification, asset details, future compliance plan. (7) NCLT passes an order with conditions. (8) File the NCLT order with ROC for implementation. Total: 4-6 months typically.

Before revival, the company must: (1) File all overdue annual returns (Form MGT-7) for all years since last filing, (2) File all overdue financial statements (Form AOC-4), (3) Pay all outstanding fees, penalties, and interest, (4) Provide a compliance plan for the future (how annual returns will be filed going forward), (5) Confirm the registered office address, (6) Obtain consent from all shareholders for revival, (7) Provide updated director details and PAN. Some ROC offices may also require physical verification of the registered office before passing the revival order.

If the company name was re-registered by another entity after your company was struck off, reclaiming the exact name may be difficult. Options: (1) Apply for a similar or modified name through RUN, (2) File a name objection if the new registrant used your trademarked name, (3) Apply for revival first and then dispute the new registration, (4) Register a new company with a slightly different name. The MCA gives priority to revived companies for their original name if applied within 30 days of revival order.

Costs include: (1) Outstanding filing fees: Rs. 200 per annual return + Rs. 200 per AOC-4 per year, (2) Penalties for late filing: Rs. 100 to Rs. 10,000 per form, (3) Revival application fee (Section 252): Rs. 2,000, (4) NCLT petition fee (Section 254): Rs. 5,000 to Rs. 50,000 based on paid-up capital, (5) Professional fees: Rs. 12,000 (Basic) to Rs. 45,000 (Premium) depending on complexity, (6) Advocate fees for NCLT: Rs. 15,000 to Rs. 50,000+ depending on case complexity. Total: Rs. 20,000 to Rs. 1,00,000+.

The ROC under Section 252(3) can impose conditions including: (1) Filing of all outstanding documents within a specified timeframe, (2) Payment of outstanding fees and penalties within the stipulated period, (3) Maintaining a registered office at a specific address, (4) Notifying creditors and employees of the revival, (5) Updating all statutory registers and returns, (6) Payment of a security deposit, (7) Appointment of a qualified professional (CS/CA) within 30 days. Failure to comply with conditions may result in the company being struck off again.

When a company is struck off, its GST registration may be suspended or cancelled by the GST department. After revival: (1) Apply for GST registration revival through Form GST REG-21 on the GST portal, (2) Submit the revival order from ROC/NCLT as supporting document, (3) Clear any outstanding GST liabilities before revival, (4) Update GST registration with the restored company status. The GSTIN may be reactivated upon verification by the GST department. If GSTIN was cancelled, re-apply for fresh registration.

Yes, creditors can object to revival under Section 252. The ROC publishes the revival application and allows 30 days for objections. Creditors can object on grounds of: (1) Outstanding dues that would remain unpaid if the company is revived, (2) Fraudulent striking off to avoid payment, (3) Unjust enrichment of shareholders at the cost of creditors. Under Section 254 (NCLT), creditors are formally served notice and can present their case at the hearing. The ROC or NCLT considers creditor interests and may order the company to settle dues before revival.

Bona Vacantia (Latin for 'ownerless goods') is a legal concept where property without a rightful owner vests in the Crown (or the State/Government in India). Under Section 248(6), when a company is struck off, its unclaimed assets vest in the Central Government. The ROC becomes the custodian and may sell or transfer these assets. After revival, the company can apply to the Ministry of Corporate Affairs for the return of Bona Vacantia assets. The application must include: proof of ownership, description of assets, evidence that the company had no other owners, and any applicable fees. The process for recovery typically takes 6-12 months.

If revival is not feasible (e.g., struck off too long ago, no valuable assets, high costs), alternatives include: (1) Register a new company with similar name and objects, (2) Register an LLP with the same name, (3) Take over an existing shell company with a clean history, (4) If the company was struck off from the register but never actually dissolved, some states allow 're-registration' under older provisions. Revival is generally preferred when the company has valuable CIN history, brand, contracts, or assets.