Restore a Struck explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
To restore a struck-off company, file an appeal under Section 252(1) of the Companies Act, 2013 within 3 years, or an application under Section 252(3) within 20 years, before the National Company Law Tribunal in Form NCLT-9. On being satisfied the company was in operation, the NCLT orders the ROC to restore the name.
Overview
When the Registrar of Companies (ROC) strikes a company off the register under Section 248 — usually for non-filing of returns or being non-operational — the company ceases to exist as a legal person. Restoration under Section 252 revives it through an order of the National Company Law Tribunal (NCLT), after which the company is treated as if its name had never been removed.
When It Is Required & Legal Basis
Section 252 of the Companies Act, 2013 governs restoration. Section 252(1) allows any person aggrieved by an ROC strike-off order to appeal to the NCLT within 3 years. Section 252(3) lets the company, a member, creditor or workman apply within 20 years where the company was actually carrying on business or in operation. Procedure follows the NCLT Rules, 2016, and if the NCLT's own order is challenged, an appeal lies to the NCLAT under Section 421 within 45 days.
Step-by-Step Process
- Assess grounds and limitation. Confirm whether you fall under Section 252(1) (3-year appeal) or 252(3) (20-year application), and gather proof the company was operational — bank statements, GST/income-tax returns, invoices or asset ownership.
- Prepare the petition. Draft the application in Form NCLT-9 with a supporting affidavit (Form NCLT-6), board resolution authorising the filing, and documentary evidence of operation.
- Serve the Registrar and Income-tax department. A copy of the petition must be served on the concerned ROC and, per practice, the relevant Income-tax authority before the hearing.
- File before the NCLT bench. File with the NCLT bench having jurisdiction over the company's registered office, pay the fee, and obtain a hearing date.
- Attend the hearing. Represent the company (through counsel or an authorised professional), respond to the ROC's report, and satisfy the Tribunal that restoration is just.
- Obtain and file the order. On a favourable order, file a certified copy with the ROC in Form INC-28 within the time fixed, and clear all overdue annual filings with additional fees.
Forms, Attachments & Fees
| Form / Step | Purpose | Timeline |
|---|---|---|
| NCLT-9 | Restoration petition to Tribunal | Within 3 or 20 years per Section 252 |
| NCLT-6 | Supporting affidavit | Filed with petition |
| INC-28 | File NCLT order with ROC | As directed in the order |
| AOC-4 / MGT-7 | Clear overdue annual filings | Within period fixed by NCLT |
Timeline & Due Dates
The strict outer limits are 3 years (Section 252(1) appeal) and 20 years (Section 252(3) application). The hearing process itself typically takes 3 to 6 months depending on the bench's cause list and any ROC objections. Once the order is passed, filing INC-28 and clearing pending returns should be completed within the timeframe the Tribunal specifies, commonly 30 days.
Penalty for Delay / Non-compliance
The NCLT usually imposes a cost payable to the ROC as a condition of restoration — often between ₹25,000 and ₹1,00,000. In addition, every overdue AOC-4 and MGT-7 attracts additional fee at ₹100 per day per form under Section 403, and directors may face penalties under Sections 92 and 137 for the years of default that led to strike-off.
Practical Tips
- Build your evidence of operation before filing — an active bank account or GST registration is the strongest proof.
- Reconcile and be ready to file all pending returns immediately after the order to avoid a second default.
- Check whether directors' DINs were deactivated; DIN reactivation follows the restoration.
- Where property or bank balances are involved, mention them — the "just and equitable" ground is much stronger.