Revival of a company which is strike off voluntarily or Suo-moto is in favor of both company and Economy as revived company will contribute to India’s Economic growth.
So let us know about the procedure of revival of strike off company.
But before knowing revival procedure, let us first understand the reasons why a company gets strike off.
Reasons for strike off of company
1. By ROC itself
As per Section 248(1), ROC may strike off company name in following cases-
- Non- conduct of business operations for 2 immediately preceding years preceding the financial year and not applied for defunct company status u/s 455.
- Non- commencement of business within 1 year since incorporation.
- Subscribers to the memorandum have not paid subscription money undertaken at the time of incorporation and Form INC- 20A for Commencement of business not filed within 180 days of incorporation u/s 10A(1)
- After physical inspection of company u/s 12(9), it was found that the company is not engaged in any business operations.
Due to any of above cases, ROC shall-
- Send Strike off notice to company and all directors in Form STK-1 and
- Will ask them for representations along with relevant documents within 30 days from notice
2. By Company itself
Pursuant to Section 248(2),
- Company may apply for strike off of company for all or any of above grounds in Form STK-2 and
- After extinguishing all liabilities by special resolution or Consent of 75% members in terms of paid up share capital
- Approval of regulatory body shall also be taken by company if company regulated under special act
Procedure before final strike off of company by ROC
A. Publishing of notice by NOC
ROC shall before striking off company, publish notice in Form STK-5 [ For Strike off u/s 248(1) and Form STK-6 (For strike off u/s 248(2) ] on-
- MCA Website
- Official Gazette
- English Newspaper in English language and Vernacular language newspaper of state where registered office situated in Form STK-5A for applications u/s 248(1)
Intimation shall be made to-
- Income tax and other tax Authorities regulating company about such strike off and
- Asking for any objections within 30 days
Final strike off of company
If no objections received by anyone, ROC shall strike off the company and publish it in Official Gazette in Form STK-7.
1. Time period for filing petition to Revive company
|For Company, member, creditor or workmen u/s 252(1)
||Before 20 years expiry from Notice publication in Official Gazette
|For persons other than mentioned above
|Within 3 years from Notice publication in Official Gazette
2. Documents required for filing petition
Pursuant to Rule 87A of National Company Law Tribunal Rules,2016, Appeal for Restoration of Company’s name may be filed in Form NCLT-9
Following documents are required to be filed along with petition-
- Certificate of Incorporation
- Memorandum of Association
- Copy of audited financial statements since the financial year it has been strike off by ROC
- Bank Statements, as the case may be
- Order passed by the ROC for striking off
- Affidavit verifying the petition in Form NCLT 6
- Board Resolution authorizing the practicing professional to appear before the court
- PAN and Income Tax Return Acknowledgements for returns filed
- Property related documents (If company owns any property)
- Copy of Form STK-1 or STK-2 (as the case may be)
- Copy of Notices issued by ROC in Form STK-5 or STK-6 (as the case may be) and Form STK-7
- Memorandum of Appearance
- Any other documents depending upon the circumstances and case to case basis
3. Fees for filing Petition
Pursuant to Rule 112 and Schedule of Fees mentioned in National Company Law Tribunal Rules,2016,
Appeal shall be filed with demand draft of Rs.1000/- in favor of Pay and accounts officer, Ministry of Corporate Affairs
4. Serving of Copy of Petition filed
Copy of appeal filed to NCLT shall be made available to-
- ROC and
- Such other persons as Tribunal orders
Not less than 14 days before date fixed for hearing of appeal
5. Procedure after filing petition to NCLT
- After filing a Petition, the Tribunal shall fix the hearing date for deciding the matter.
- On the basis of evidence and documents provided, it may either order for restoration of the name of the company or dismiss the petition.
6. Formalities if Company name restored by ROC
- Applicant shall deliver copy of order to ROC within 30 days from Date of order in Form INC-28
- ROC shall publish this order in the Official Gazette
- Applicant shall file pending Financial statements and Annual Returns with ROC