Most companies that get struck off do not intend to close. They stop filing, the filings stay unfiled, and some years later the Registrar removes the name from the register.
The promoters usually find out afterwards, and usually through a consequence rather than a notice: a bank account that will not operate, a customer that cannot process an invoice, a property transaction that will not complete, or a director discovering they have been disqualified.
Restoration is available. It is a proceeding before the National Company Law Tribunal rather than a form, it takes months, and it costs considerably more than the filings that were missed. But where the company holds assets, has obligations, or is needed for a transaction, there is no alternative.
How companies get struck off without noticing
Under section 248(1), the Registrar may remove a company’s name where, among other grounds, the company has failed to commence business within one year of incorporation, or is not carrying on any business or operation for two immediately preceding financial years and has not applied for dormant status.
The process involves a notice to the company and its directors, and publication. The difficulty is that notices go to the registered office and the email address on the record — which, for a company that has stopped filing, is frequently an address it left years ago and an email belonging to a consultant who no longer acts.
The result is a company struck off after a process that was technically complied with and which nobody actually saw. Keeping the registered office and registered email current is, for this reason alone, among the more consequential pieces of routine company compliance.
Where the striking off was voluntary, on the company’s own application, the position is different and is dealt with in our note on voluntary strike off.
What striking off actually does
On striking off, the company stands dissolved. It ceases to exist as a legal person.
The practical consequences follow from that. Bank accounts cannot be operated. Contracts cannot be performed in the company’s name. Property standing in its name cannot be dealt with. Legal proceedings by or against it are affected. Statutory registrations — GST, PAN linkages, licences — fall out of step.
What does not happen is that obligations disappear. Section 248(7) preserves the liability of every director, officer and member, which continues and may be enforced as if the company had not been dissolved. And disqualification incurred under section 164(2) for three consecutive years of non-filing attaches to the individual and travels to every other board they sit on — a point covered in our note on director disqualification.
So striking off removes the vehicle while leaving the consequences. That asymmetry is usually what forces the restoration application.
The two routes under section 252
Section 252 provides two distinct routes, with different applicants, different time limits and different tests. Choosing the wrong one wastes months.
Route one — appeal under section 252(1). Any person aggrieved by an order of the Registrar striking off the name may appeal to the Tribunal within three years from the date of the order. If the Tribunal is of the opinion that the removal was not justified, it may order restoration.
This route is directed at the correctness of the Registrar’s order. It suits a case where the company was in fact operating, or where the process was defective.
Route two — application under section 252(3). A company, or any member, creditor or workman feeling aggrieved by the company having been struck off may apply to the Tribunal before the expiry of twenty years from the publication of the notice under section 248(5). The Tribunal may order restoration where satisfied that the company was, at the time of striking off, carrying on business or in operation, or that it is otherwise just that the name be restored.
This is the route used in most cases, for two reasons. The twenty-year window is far longer than three years, and by the time a company discovers it has been struck off, three years have frequently passed. And the test — carrying on business or in operation, or otherwise just — is broader than whether the Registrar’s order was justified.
The applicant categories in the second route matter too. A creditor may apply. So may a workman. Restoration is not confined to the promoters, and a creditor holding an unpaid debt against a struck-off company has a route to revive the debtor in order to pursue it.
What the Tribunal has to be satisfied of
Under the second route, one of two things:
That the company was carrying on business or in operation at the time of striking off. This is a question of evidence, not assertion. “In operation” is understood more broadly than active trading — a company holding an asset, servicing a loan, or maintaining an establishment may be in operation even without revenue.
Or that it is otherwise just that the name be restored. This limb carries real weight and is frequently the stronger one. It accommodates situations where the company was genuinely dormant but restoration serves a legitimate purpose — an asset that cannot otherwise be dealt with, a liability that needs to be discharged, litigation that cannot proceed, a statutory obligation that requires the entity to exist.
The Registrar is a respondent and files a report. Income tax authorities are frequently impleaded or heard, because a struck-off company is sometimes struck off with tax proceedings outstanding, and restoration revives the entity against which those proceedings run.
Evidence that works
Restoration applications succeed or fail on the documents. What tends to carry weight:
Bank statements showing transactions through the relevant period. This is usually the single most persuasive item, because it is contemporaneous, third-party and hard to argue with.
Financial statements and audit reports, even where unfiled. Accounts prepared at the time evidence operation in a way that accounts prepared for the application do not.
GST returns, TDS returns and income tax returns filed during the period. A company filing GST returns while not filing with the Registrar is plainly in operation.
Employment records — salary payments, provident fund contributions, appointment letters.
Invoices, purchase orders and contracts spanning the period.
Property documents, loan accounts and asset registers, particularly where the “otherwise just” limb is relied on, because they establish what restoration is actually for.
Utility bills and lease agreements for the registered office or place of business.
What does not carry weight is an affidavit asserting that the company was operating, unsupported by any of the above. The Tribunal is being asked to undo a statutory consequence, and it expects the applicant to show why.
Where the ground is that the company was dormant but restoration is just, the application should say so squarely rather than overstate operations. An application that claims active business and produces no evidence of it is weaker than one that admits dormancy and demonstrates a legitimate purpose.
What the order usually requires
Restoration is rarely unconditional. A typical order directs:
- the Registrar to restore the name to the register, on which the company is deemed to have continued in existence as if the name had not been struck off;
- the company to file all outstanding returns and documents — annual returns and financial statements for every year missed — within a stated period;
- payment of the applicable fees and additional fees on those filings;
- payment of costs to the Registrar, in an amount the Tribunal fixes; and
- filing of the order in Form INC-28 with the Registrar within the prescribed period.
The cost of the outstanding filings is the part applicants consistently underestimate. Additional fees on years of overdue annual filings can exceed the cost of the restoration proceeding itself, and both fall due after the order. A restoration secured but not completed — where the filings are never made — leaves the company back where it started. Our note on annual ROC filing covers what those filings involve.
The deeming provision is important: the company is treated as having continued in existence throughout. Acts done in its name during the period of dissolution are not left in limbo.
After restoration
Restoration puts the company back on the register. It does not restore everything else automatically.
Bank accounts need to be reactivated, which the bank will do on the strength of the order and the updated master data.
Statutory registrations need checking. A GST registration cancelled during the period does not revive with the company, and reinstating it is a separate exercise with its own timeline.
Director disqualification is not automatically undone by restoration, and where directors were disqualified under section 164(2), that position needs to be addressed on its own footing.
Ongoing compliance starts immediately. A company restored and then allowed to lapse again is in a materially worse position the second time.
When restoration is not worth it
Three situations where the better answer is to let it go.
The company holds nothing and owes nothing. Restoration to revive an empty shell, followed by years of filings, serves no purpose. Incorporating afresh is cheaper — though it does not cure any disqualification already incurred.
The only objective is to close it properly. A struck-off company is already off the register. Restoring it in order to strike it off voluntarily achieves very little.
The cost of arrears exceeds the value. Where the outstanding filings, additional fees and costs come to more than the asset being pursued, the calculation should be done before the application, not after the order.
Where the company does hold an asset, does face a liability, or is needed for a transaction, the calculation usually runs the other way — and the broader lesson is the one that runs through corporate law compliance generally: the filings that were missed would have cost a fraction of the proceeding required to undo their consequence.
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