Revival of Struck-Off Company Under Section 252(3) of the Companies Act, 2013
Every year, hundreds of companies in India are struck off the Register of Companies by the Registrar of Companies (RoC) under Section 248 of the Companies Act, 2013. This happens when companies fail to comply with mandatory statutory requirements — primarily non-filing of annual returns and financial statements. What follows for directors, creditors, shareholders, and other stakeholders can be a harrowing experience. But there is hope.
Section 252(3) of the Companies Act, 2013 provides a statutory remedy — the power to appeal to the National Company Law Tribunal (NCLT) and seek restoration of a company’s name to the Register. This blog is a comprehensive guide on the revival process, who can apply, what documents are required, and why acting promptly is critical.
Why Are Companies Struck Off the Register?
The Registrar of Companies is empowered under Section 248 to strike off a company’s name when:
- The company has not filed financial statements or annual returns for two or more consecutive financial years.
- The company fails to respond to a notice issued by the RoC calling for the company to show cause.
- The company has not commenced business within one year of incorporation.
- The company has no known business activity or subscribers do not intend to carry on business.
- The company is defunct and is not conducting any business operations.
Before striking off, the RoC issues a notice and publishes it in the Official Gazette, giving an opportunity of being heard. If no satisfactory response is received, the name is struck off and published in the Official Gazette under Section 248(5). At this point, the company ceases to exist legally, but the liability of every director, manager, and other officer does not get extinguished.
Understanding Section 252: The Appeal Remedy
Section 252 of the Companies Act, 2013 provides the mechanism for challenging the RoC’s decision to strike off a company. It has three sub-sections that address different stakeholders:
| Sub-Section | Description |
| Section 252(1) | Any aggrieved person (including a member, creditor, workman) may appeal to NCLT against the RoC’s order of strike-off within 3 years of the date of the order. |
| Section 252(2) | If the NCLT is satisfied that the company was active at the time of striking off, or there are other justifiable reasons, it may order the name to be restored to the register. The RoC shall publish the order in the Official Gazette. |
| Section 252(3) | This is the most powerful provision. If the company itself, or a member or creditor thereof, is aggrieved by the name being struck off, an appeal may be filed before the NCLT at any time within 20 years from the date of publication of the notice of striking off in the Official Gazette. |
Key Highlight: Extended Limitation Period
Unlike Section 252(1) which allows only 3 years, Section 252(3) provides a generous window of 20 years from the date of publication of the striking-off notice. This is especially beneficial for companies with dormant assets, unresolved litigation, or pending property matters discovered many years later.
Who Can File a Petition Under Section 252(3)?
The law uses the phrase ‘the company, or a member, or a creditor thereof.’ This is broad and includes:
- The company itself (through its directors or duly authorized representatives)
- Any member / shareholder of the struck-off company
- Any creditor of the company (including secured and unsecured creditors)
- Legal heirs or representatives of deceased members (through succession or probate)
- Any other aggrieved person who can demonstrate a legitimate interest
Note: A person who claims to be a potential member or creditor (i.e., one whose claim arises after strike-off) may not have standing under this provision. The petitioner must establish a direct nexus with the company as it existed before strike-off.
Common Grounds for Revival Under Section 252(3)
While the section does not enumerate specific grounds, NCLT has consistently allowed revival when the petitioner demonstrates genuine cause. Common grounds include:
1. Accidental Non-Filing / Inadvertent Default
Many companies, especially MSMEs and family-owned businesses, are struck off merely due to administrative oversights, change of registered address, or non-receipt of statutory notices. Courts have consistently held that a procedural default should not permanently extinguish corporate existence.
2. Pending Litigation or Arbitration
If the company was a party to litigation, arbitration, or any legal proceedings at the time of strike-off, revival is essential to protect the legal interests of members and creditors. Courts have regularly ordered restoration in such cases.
3. Unresolved Asset / Property Issues
If the company held immovable property, intellectual property rights, bank balances, or other assets at the time of strike-off, those assets vest in the Central Government by operation of law (Section 250). Revival is the only way to reclaim them.
4. Employment and Labour Claims
Workmen with outstanding dues or EPF/ESI claims may seek revival to enforce their rights through appropriate forums.
5. Business Continuity Requirements
Sometimes a struck-off company holds critical licenses, registrations, or approvals (GST registration, FSSAI license, etc.) that cannot be transferred or reissued to a new entity. Revival is the practical solution.
Step-by-Step Process for Revival Under Section 252(3)
Step 1: Preliminary Verification
Before filing any petition, verify the following from the MCA portal (www.mca.gov.in):
- Whether the company is indeed struck off (status shows ‘Struck Off’)
- The exact date and Official Gazette reference of the striking-off notice
- Company Identification Number (CIN), registered address, and last known directors
- Any pending company filings before strike-off
Step 2: Engage a Company Law Advocate / CS
Filing before NCLT is a specialized legal proceeding. Engaging a qualified Company Secretary (CS), Chartered Accountant (CA), or Advocate with NCLT practice is strongly recommended. The petition must comply with NCLT Rules, 2016.
Step 3: Compile Documents and Evidence
The following documents are typically required:
- Copy of Certificate of Incorporation (COI)
- Copy of Memorandum and Articles of Association (MOA/AOA)
- Copy of the Official Gazette notification of strike-off
- Affidavit by the petitioner establishing identity and interest
- Statement of assets, liabilities, and pending obligations of the company
- Last available balance sheet and financial statements
- Director KYC documents (PAN, Aadhaar, DIN)
- Board Resolution (if the company itself is the petitioner)
- Any correspondence with the RoC explaining default
- Evidence of business activity or pending matter requiring revival
Step 4: Draft and File the Petition
The petition is filed in Form NCLT-9 (Company Petition) before the concerned Bench of NCLT having territorial jurisdiction. The petition must:
- Clearly state the facts leading to strike-off
- Articulate the grounds for revival with supporting evidence
- Disclose all pending dues to Government authorities
- Undertake to file all pending statutory returns within the stipulated time
- Pray for revival with appropriate conditions
Step 5: Service of Notice on RoC and Central Government
The RoC and the Central Government (through the Regional Director, Ministry of Corporate Affairs) must be served notice of the petition. They have the right to file a reply and appear before NCLT.
Step 6: Hearing before NCLT
At the hearing, NCLT will consider arguments from all parties. The Tribunal may call for additional documents, impose conditions, or direct payment of outstanding Government dues before ordering revival.
Step 7: NCLT Order and Publication
If satisfied, NCLT passes an order of revival. The RoC publishes the order in the Official Gazette and updates the MCA portal. The company’s status changes back to ‘Active.’
Step 8: Post-Revival Compliance
After revival, the company must:
- File all pending Annual Returns and Financial Statements immediately
- Update director details, registered office address, and other records
- Comply with any conditions imposed by NCLT in the revival order
- Consider availing CCFS-2026 to clear pending filings at reduced cost (discussed in the next blog)
Typical Timeline for Revival
The revival process, if pursued diligently, typically takes:
| Stage | Estimated Timeframe |
| Document preparation | 2 – 4 weeks |
| Filing petition before NCLT | 1 – 2 weeks |
| First admission hearing | 4 – 8 weeks after filing |
| RoC / Govt reply | 4 – 6 weeks after notice |
| Final hearing | 2 – 4 weeks after reply |
| NCLT order | On hearing date or within 2 weeks |
| RoC update & Gazette publication | 4 – 8 weeks after order |
| Total (approximate) | 4 – 6 months (uncontested) |
What Happens to Company Assets After Strike-Off?
This is a critical concern. Section 250 of the Companies Act, 2013 provides:
Section 250 — Effect of Company Dissolution
Where a company stands dissolved, all property and rights of the company shall be deemed to vest in the Central Government. However, if the company is restored to the register, such property and rights are deemed not to have vested in the Central Government.
Practically speaking, reviving a company is also the only legal mechanism to reclaim properties, bank accounts, pending refunds (including GST and income tax refunds), intellectual property rights, and other assets that would otherwise be permanently lost to the Government.
Common Mistakes to Avoid
- Filing before the wrong NCLT Bench — always check territorial jurisdiction carefully.
- Incomplete documentation — every document mentioned in the petition must be attached.
- Not disclosing pending dues — concealing pending GST, income tax, or PF dues can lead to dismissal.
- Missing the 20-year limitation — though the period is generous, do not delay unnecessarily.
- Not serving notice on all required parties — RoC, Regional Director, and Central Government must all be served.
- Failing to comply with post-revival conditions — NCLT may set a timeline for filing pending returns; non-compliance can lead to re-strike-off.
Conclusion
Section 252(3) of the Companies Act, 2013 is a powerful legal lifeline for companies that have been struck off — often due to inadvertent non-compliance. The 20-year window offers ample time to assess the situation and file a well-prepared petition before NCLT. Whether the motivation is to recover assets, resolve pending litigation, or revive a once-active business, the law provides a clear path.
However, the process demands meticulous documentation, adherence to procedural requirements, and an understanding of NCLT practice. Engaging qualified legal and compliance professionals is not just advisable — it is essential.
Once your company is revived, do not miss the opportunity to utilize the Companies Compliance Facilitation Scheme, 2026 (CCFS-2026) to clear all pending filings at a fraction of the usual cost.
