Yes, a company the Registrar has struck off can be brought back, and the bank account with it. Section 252 of the Companies Act 2013 is the provision people mean when they search restore struck off company section 252: under section 252(1) any person aggrieved may appeal to the National Company Law Tribunal within three years of the Registrar's order if the ground for striking off was absent, and under section 252(3) the company, a member, a creditor or a workman may apply within twenty years of the Gazette notice if the company was carrying on business or in operation when its name was struck off, or if it is otherwise just to restore it. The application goes in Form NCLT-9 before the NCLT bench at Bengaluru, with the Registrar of Companies as respondent, and until the order is passed and filed the account stays frozen.
Part of the corporate and commercial law practice at S Jain & Attorneys, Bangalore.
This page is for the founder who has just learnt from the bank that the company was dissolved months ago after notices nobody saw, while a client contract still runs in its name. The voluntary route out is in the STK-2 strike off guide.
| Route | Who files | Time limit | What must be shown | Form and forum | Order |
|---|---|---|---|---|---|
| Appeal, section 252(1) | Any person aggrieved | Three years from the Registrar's order | The ground the Registrar acted on did not exist | Form NCLT-9, NCLT Bengaluru, Registrar as respondent | Restoration after hearing all concerned |
| Application, section 252(3) | The company, a member, a creditor or a workman | Twenty years from the Gazette notice | Carrying on business or in operation when struck off, or restoration otherwise just | Form NCLT-9, same bench, same respondent | Restoration plus directions placing everyone as if the name had never gone |
| Registrar's own application, second proviso to 252(1) | The Registrar | Three years from the dissolution order | Struck off inadvertently or on incorrect information | Form NCLT-9, no fee | Restoration |
Whichever route fits, the file must prove the company was alive on the day its name went. Gather these first:
- Bank statements for the two financial years before the striking off, showing customer receipts and vendor payments, not only bank charges.
- GST returns, invoices raised and received, purchase orders, and the running client contract with its payment schedule.
- Income-tax returns and the tax deducted at source by customers against the company's PAN.
- Payroll or provident fund challans, the registered office lease, and any litigation in which the company was a party.
- Draft financial statements and annual returns for every unfiled year, ready to upload once the name is restored.
Can a struck off company be restored under section 252, and which route is mine?
It can, and for a founder who finds out late the working route is almost always section 252(3), filed by the company itself. The section 252(1) appeal asks the Tribunal to find that the ground the Registrar acted on was absent, within three years of his order. The section 252(3) application does not need the Registrar to have been wrong. It asks the Tribunal to be satisfied that the company was carrying on business or in operation when struck off, or that it is otherwise just to restore it, within twenty years of the Gazette notice under section 248(5). A company with a live contract, a funded account and unfiled returns is in the second category.
Deadline warning. Two clocks run from two dates. The three-year appeal under section 252(1) runs from the Registrar's order. The twenty-year application under section 252(3) runs from the Gazette publication of the striking off notice.
The two routes side by side, and the one thing they share:
Three years to appeal
Section 252(1) lets any person aggrieved appeal within three years of the Registrar's order, on the footing that the ground for striking off was absent.
Twenty years to apply
Section 252(3) lets the company, a member, a creditor or a workman apply within twenty years of the Gazette notice, if the company was alive or restoration is otherwise just.
Same form, same forum
Both go in Form NCLT-9 before the NCLT bench at Bengaluru, with the Registrar of Companies as respondent and fourteen days' service.
Frozen until restored
Section 250 says a dissolved company ceases to operate and its certificate is treated as cancelled, so the bank holds the account until the order is filed.
Why was my company struck off, and did the Registrar follow the procedure?
The usual ground is section 248(1)(c): the Registrar had reasonable cause to believe the company was not carrying on any business or operation for the two immediately preceding financial years and had not applied for dormant status under section 455 in that period. Two years of missing financial statements and annual returns is what he reads as two years of no business. The procedure is in section 248 and the Companies (Removal of Names of Companies from the Register of Companies) Rules 2016. A notice in Form STK-1 goes to the company and every director at the addresses on record, by registered post with acknowledgement due or by speed post, stating reasons and giving thirty days to reply. A public notice in Form STK-5 goes on the MCA website, in the Official Gazette and in an English and a vernacular newspaper of the State, and the tax authorities get thirty days to object. Only then, if no cause to the contrary is shown, may the Registrar strike the name off under section 248(5) and publish the notice of striking off and dissolution in Form STK-7 in the Gazette, on which the company stands dissolved.
Where these cases actually turn is not on the notice. The Delhi High Court in Devendra Pandey v Union of India (29 March 2023) heard a director who said the STK-1 notices never arrived, and held that notices sent by speed post to the recorded addresses satisfy the Rules and carry a presumption of service, that the STK-5 notice is never sent to the company but placed on the MCA website. What I tell clients is that "I never got the notice" buys a paragraph of sympathy and nothing else, unless the address on record was wrong through the Registrar's own error. The application is won on evidence that the company was in business, and every hour spent on the notice point is an hour not spent on bank statements, GST returns and the contract.
What do I have to prove: carrying on business, in operation, or otherwise just?
One of three things, and the first two are questions of evidence about the date of striking off, not about today. "Carrying on business" is trading under the company's objects, "in operation" is wider and covers holding assets or servicing a loan without turnover, and "otherwise just" is the residual limb whose edges the NCLAT has drawn. In AVS Enterprises Pvt Ltd v Registrar of Companies Delhi (NCLAT, 5 April 2022) the NCLT had refused restoration because the company had filed no income-tax return since assessment year 2006-07, its bank statements showed no significant transactions and its balance sheets looked prepared after the striking off. The NCLAT reversed: a company holding assets and liabilities such as a leasehold plot could be restored on the just limb while twenty years had not run, subject to filing every outstanding document with late fee and costs of forty thousand rupees. In Urvashi Infrastructure Ltd v Registrar of Companies (NCLAT, 7 December 2022) the bench admitted income-tax returns for four assessment years in appeal, held that the words "or otherwise" allow restoration even where business was not being carried on when it is just to do so, and restored subject to all filings and costs of sixty thousand rupees. Both decisions quote Alliance Commodities Pvt Ltd v Office of the Registrar of Companies, West Bengal (NCLAT, Company Appeal (AT) No. 20 of 2019) for the other side of the line: the just limb is not for a shell company, or for one that holds assets but uses them to lend to sister concerns, siphon funds, evade tax or ignore statutory compliance.
Common mistake. A bare application saying the company "was always in business". The Tribunal reads the Registrar's report and the income-tax report against the company's own bank statements. If those show only bank charges for two years, the just limb is all that is left, and it needs assets, liabilities or a running obligation to stand on.
A contract still being performed, receipts from the customer into the very account now frozen, GST returns filed through the quiet period and tax deducted by customers against the company's PAN are each independent proof of operation on the relevant date. Where the company truly stopped trading, the honest case is the just limb: a funded account, a contract nobody else can perform, and no one harmed by restoration.
Where and how do I file, step by step?
Before the NCLT bench at Bengaluru for a company registered in Karnataka, in Form NCLT-9 under rule 87A of the National Company Law Tribunal Rules 2016. Rule 87A provides that the appeal or application is filed in Form NCLT-9, that a copy is served on the Registrar of Companies and on anyone else the Tribunal directs at least fourteen days before the hearing, and the Tribunal passes such order as it thinks fit. The Registrar of Companies, Karnataka, is the respondent and files a report on the striking off and on what remains unfiled. Where the income-tax department is on notice it files its own, as in AVS Enterprises. The Schedule of Fees to the NCLT Rules has no row for section 252, so the residuary entry of one thousand rupees for an unlisted provision is the one that fits.
- Download the MCA master data page and the Form STK-7 Gazette notice, and fix which window is open from the two dates.
- Assemble the evidence from the list above and have the unfiled financial statements and annual returns prepared in draft.
- Draft the Form NCLT-9 application under section 252(3) with an affidavit, chronology, grounds, annexures and the fee, praying for restoration, for directions placing the company and all persons as if the name had not been struck off, and for time to file the overdue returns.
- File at the Bengaluru bench, serve the Registrar of Companies, Karnataka, at least fourteen days before the date fixed, and answer the reports on facts with documents.
- On restoration, deliver the certified copy to the Registrar within thirty days, pay the costs, file every overdue return with additional fee within the time fixed, collect the fresh certificate and take it to the bank.
What will the NCLT restoration order say?
A restoration order is conditional, and rule 87A(4) fixes four directions every such order carries. The applicant delivers a certified copy to the Registrar within thirty days, which matches section 252(2). On delivery the Registrar publishes the order in the Official Gazette, restores the name and issues a fresh certificate of incorporation. The applicant pays the Registrar's costs unless the Tribunal directs otherwise. The company files all pending financial statements and annual returns within the time fixed. To these the Tribunal adds what section 252(3) allows: directions placing the company and all other persons as nearly as may be as if the name had not been struck off, the line that carries the running contract across the gap.
Key takeaway. Restoration is not a finding that the striking off was wrong. It is an order that puts the company back on terms: overdue returns within a fixed time, additional fees, costs, and the order itself filed with the Registrar within thirty days.
What happens to the bank account, the running contract and the directors meanwhile?
The account stays frozen and the directors' exposure continues until the order is filed and the fresh certificate issues. Section 250 provides that from the date in the section 248(5) notice the company ceases to operate and its certificate of incorporation is deemed cancelled, except for realising amounts due to it and paying its liabilities. That exception is why the money is not lost: the bank holds it for a company that exists only to collect and to pay, and the Delhi High Court in Devendra Pandey recorded debit freezes on the accounts of struck off companies as the ordinary consequence. Section 248(7) keeps alive the liability, if any, of every director, manager, officer and member, enforceable as if the company had not been dissolved: a guarantee or a cheque the director signed does not lapse.
Director disqualification is a separate consequence with its own trigger. Section 164(2)(a) disqualifies a director of a company that has not filed financial statements or annual returns for any continuous period of three financial years, for five years, and section 167(1)(a) vacates the office when that disqualification is incurred. Two missed years sit below that line, which is a reason to file before a third financial year of default closes. The cure and the DIN deactivation the Registrar carries out in practice are in the section 164 disqualification guide, and the Ask Me answers on a director still shown on the MCA portal after resigning and how serious a Registrar's notice is are the next reads.
Restoration puts four obligations on the company at once:
Certified copy in thirty days
Section 252(2) and rule 87A(4) require the order to reach the Registrar within thirty days, after which he publishes it, restores the name and issues a fresh certificate.
Overdue returns with late fee
Every pending financial statement and annual return is filed within the time the Tribunal fixes, with the additional fee the Registrar levies for the years of delay.
Costs of the proceeding
The applicant pays the Registrar's costs unless the Tribunal directs otherwise, and the NCLAT in AVS Enterprises and Urvashi Infrastructure added costs to a public fund.
Liability never paused
Section 248(7) kept every director's and member's existing liability alive through the dissolution, so restoration adds obligations without removing any.
A company that owes me money was struck off: the creditor's route
A creditor has the same section 252(3) application within the same twenty years, and the section names creditors so that a debt is not wiped out by the debtor's failure to file returns. The creditor's case usually rests on the just limb: a real debt, evidenced by invoices, a decree, an award or a dishonoured cheque, cannot be pursued against a company that has ceased to exist, and restoration is the way to get a defendant back into court. The proviso to section 248(6) keeps the company's assets available for its liabilities after the name is removed. Section 248(7) is the provision creditors most often misread. It continues the liability, if any, of directors, officers and members and lets it be enforced as if the company had not been dissolved. It does not create a new personal liability for the company's debts. A director who signed a guarantee or a cheque, or gave the Registrar an undertaking, can be pursued on that without restoring the company. So the choice is between restoring a company that has assets, receivables or a funded account worth pursuing, and going straight against a guarantor or cheque signatory where it has none. Our money recovery practice looks at the guarantee and the bank position before filing an application that ends with a restored company and no assets, and the corporate and commercial practice handles the restoration itself. Disputes between shareholders over who let the company lapse belong in the oppression and mismanagement guide and the co-founder exit guide.
Frequently Asked Questions
Can we strike the company off voluntarily later instead of restoring it?
Not from where you stand. Rule 4 of the Removal of Names Rules bars a Form STK-2 application once the Registrar has issued the STK-7 notice, and STK-2 also requires the overdue returns to be filed first. Once the name is restored and the returns are in, the voluntary route in the STK-2 guide reopens, and the Ask Me answer on closing a company that is not operating sets out the alternatives.
How long does restoration take?
Months, not weeks. The fourteen-day service rule, the Registrar's and income-tax reports and the bench's board mean an uncontested application commonly takes an indicative four to nine months from filing to a filed order, and longer where the reports oppose or more evidence is needed.
What if the Registrar opposes the restoration?
The Registrar files a report and is heard, but the Tribunal decides on the section 252(3) test. In AVS Enterprises the NCLT had refused restoration on the Registrar's and income-tax reports and the NCLAT reversed on the just limb, so opposition is not the end if the evidence of assets, liabilities or operation is there.
Does the GST registration revive automatically when the name is restored?
No. GST registration is a separate registration under a separate law, and a cancellation for non-filing has its own revocation procedure and its own time limit. Plan it as a second application alongside the NCLT one, with the tax adviser.
Can a shareholder apply if the directors refuse to act?
Yes. Section 252(3) names the company, any member, any creditor and any workman as persons who may apply, so a member can file in his own name and the directors' inaction is no bar.
I am past the three years. Is it over?
No. The three-year limit belongs to the section 252(1) appeal on the ground that the striking off was unjustified. The section 252(3) application runs for twenty years from the Gazette notice, and the NCLAT in both AVS Enterprises and Urvashi Infrastructure said in terms that the right to seek restoration survives as long as twenty years have not expired.
Will the company have to pay penalties for the years it did not file?
The order directs the pending financial statements and annual returns to be filed within a fixed time, and the Registrar levies the additional fee for late filing on each. The order may also direct costs. Whether any further penalty proceeding follows for the years of default is a separate question the Registrar takes up after restoration.
Does the client contract survive the striking off?
The counterparty's rights against the company survive under section 250, but the company cannot perform or invoice while dissolved. Ask for the section 252(3) direction placing the company and all persons as nearly as may be as if the name had not been struck off, because that direction is what carries the contract across the gap.
This article is for general informational purposes only and does not constitute legal advice. Consult a qualified advocate for advice on your specific situation.
