Our company bank account is frozen and there is a ROC or KYC problem behind it. Where do we start?

You try to pay a vendor or a salary. The bank says the account is frozen or "not operable", and calls it a "ROC issue" or a "KYC issue". You do not know which, or what to fix first.

This article does not tell you why your bank froze your account. Only the bank can say that, in writing. What it does is lay out the company-law problems that commonly sit behind a stuck account, and how to check whether any of them applies to you. Then you can return to the bank with facts.

First, get the bank to name the reason

Ask the branch or relationship manager for a written statement of why the account is restricted and what document they want.

A master direction of the Reserve Bank of India on bank KYC is the rule book for the bank side. It is not among the sources we could open for this article, so we do not describe what it requires. Ask the bank which of its own requirements is pending, and get the answer in writing.

Once you have the bank's reason, the checks below tell you whether the company's own record is clean.

Check 1: Is the company still on the register?

This is the check that matters most, because it changes everything else.

Open the company's master data on the MCA portal and read the status. If it shows struck off or dissolved, the company has been removed from the register.

How that happens in law:

• The Registrar can act when he has reasonable cause to believe a company is not carrying on any business or operation for the two immediately preceding financial years and has not applied for dormant status under section 455 (s.248(1)(c), Companies Act 2013).
• Other grounds include failure to commence business within one year of incorporation, and the company not carrying on business as revealed on physical verification of its registered office (s.248(1)(a) and (e); s.12(9), Companies Act 2013).
• The Registrar first sends a notice to the company and all its directors asking for representations with documents within thirty days of the notice (s.248(1), Companies Act 2013). The Companies (Removal of Names of Companies from the Register of Companies) Rules 2016 say this notice is in Form STK-1, sent to every director at the addresses on record by registered post with acknowledgement due or by speed post (rule 3(2)).
• At the end of the time in the notice, the Registrar may strike the name off unless cause to the contrary is shown, and publishes a notice in the Official Gazette. On that publication, the company stands dissolved (s.248(5), Companies Act 2013).

What the Act says about operating after dissolution

Section 250 of the Companies Act 2013 says that once a company stands dissolved under section 248, it "shall on and from the date mentioned in the notice under sub-section (5) of that section cease to operate as a company". The Certificate of Incorporation is deemed cancelled from that date, "except for the purpose of realising the amount due to the company and for the payment or discharge of the liabilities or obligations of the company".

The section does not use the words "bank account", and it does not direct any bank to freeze anything. It says the company ceases to operate, with a narrow exception for collecting and paying what is owed. A bank that sees a dissolved company may well stop routine operation of the account, but that is an inference about the bank. Confirm it with your bank.

Liabilities do not disappear

Dissolution is not an escape:

• Before striking off, the Registrar has to satisfy himself that sufficient provision has been made to realise amounts due to the company and discharge its liabilities. The assets of the company must be made available for paying liabilities even after the order (s.248(6) and its proviso, Companies Act 2013).
• The liability of every director, manager or other officer exercising management power, and of every member, continues and can be enforced as if the company had not been dissolved (s.248(7), Companies Act 2013).

Check 2: If struck off, can it be restored?

Yes, in two ways, each with its own clock (s.252, Companies Act 2013).

Within three years of the Registrar's order. Any person aggrieved by the order can appeal to the National Company Law Tribunal (the Tribunal) within three years from the date of the order. The Tribunal can restore the name if it finds the removal "is not justified in view of the absence of any of the grounds on which the order was passed". The Tribunal must hear the Registrar, the company and all persons concerned (s.252(1) and first proviso). If the Registrar is satisfied the name was struck off inadvertently or on incorrect information from the company or its directors, he may himself apply to the Tribunal within the same three years (s.252(1), second proviso).

Within twenty years of the Gazette notice. The company, or any member, creditor or workman, can apply to the Tribunal before twenty years from publication in the Official Gazette of the notice under section 248(5). The Tribunal may restore the name if satisfied that the company was carrying on business or in operation at the time of striking off, or if "it is just that the name of the company be restored". It can also give directions to put the company and others in the position they would have been in as if the name had not been struck off (s.252(3), Companies Act 2013).

After the Tribunal orders restoration, the company must file a copy of the order with the Registrar within thirty days of the order. On receipt, the Registrar restores the name and issues a fresh certificate of incorporation (s.252(2), Companies Act 2013).

Plan the timeline around the Tribunal, not the bank.

Check 3: Is a director's DIN or KYC the problem?

A company can be alive on the register while its directors have trouble. Two separate things to check.

DIR-3 KYC

Under rule 12A of the Companies (Appointment and Qualification of Directors) Rules 2014, as substituted by the amendment rules notified on 31 December 2025 (G.S.R. 943(E)), every individual who holds a Director Identification Number (DIN) on 31 March of a financial year must file KYC in Form DIR-3 KYC Web on or before 30 June of the immediately following every third consecutive financial year (rule 12A(1)). Separately, a change in the individual's personal mobile number, email address or residential address must be reported in the same form within thirty days of the change, with the fee under the Companies (Registration Offices and Fees) Rules 2014 (rule 12A(2)).

The text we opened does not state the consequence of missing the KYC. Check the status of each director's DIN on the MCA portal rather than guessing. If a DIN shows as deactivated, ask the portal or a professional what is needed to reactivate it.

Disqualification under section 164(2)

A different problem is disqualification for non-filing. Under section 164(2)(a), Companies Act 2013, a person who is or has been a director of a company that has not filed financial statements or annual returns for any continuous period of three financial years is not eligible to be re-appointed as a director of that company, or appointed in another company, for five years from the date the company fails to file. A person who is appointed as director of a company already in default does not incur the disqualification for six months from the date of appointment (proviso to s.164(2)).

The office of a director becomes vacant if he incurs any section 164 disqualification (s.167(1)(a), Companies Act 2013). Where the disqualification arises under section 164(2), the office becomes vacant in all companies other than the company that is in default (proviso to s.167(1)(a)).

So a director who also sits on the board of a defaulting company can be affected even in a clean company. Look up each signatory's DIN status and directorships before you assume the problem is only with your own company.

Check 4: Is the company at risk but not yet struck off?

If the master data shows "Active" but you have not filed annual returns or financial statements for years, or the registered office is not reachable, the Registrar's notice may be on its way or already sent.

Look for any Form STK-1 notice sent to the company or directors. If one is live, you have thirty days from the date of the notice to send representations with documents (s.248(1), Companies Act 2013; rule 3(3), Removal of Names Rules 2016). Do not ignore it because the company is "dormant" in the everyday sense. Dormant status is a formal status under section 455, applied for by the company, and the ground in section 248(1)(c) refers to a company that has not made an application for that status.

Some companies cannot be struck off by the Registrar on his own, including listed companies, companies with a pending prosecution and companies with charges pending for satisfaction (proviso to rule 3(1), Removal of Names Rules 2016). If yours is one, say so in your reply.

Step by step

• Get the bank's written reason. Ask which document or status the bank is waiting for.
• Check company status on the MCA portal. Active, struck off or dissolved.
• Check every signatory director's DIN status and whether DIR-3 KYC is up to date.
• Check the filing record and whether any director is disqualified under section 164(2).
• Check for any notice from the Registrar and the date on it.
• If the company is struck off, gather the Gazette notice date, the Registrar's order date, and the company's books. Choose the three-year or twenty-year route and approach the Tribunal.
• If a director's DIN is the issue, fix the KYC or DIN status first and then give the bank the updated confirmation.
• Go back to the bank with the document it asked for in step 1.

What not to do

• Do not route company money through a personal account to "keep the business going". Take advice first: for a dissolved company, section 250 leaves the certificate effective only to realise dues and pay liabilities, and mixing funds creates its own problems.
• Do not file a voluntary strike-off just to escape the stuck account. An application under section 248(2) needs the company to have extinguished its liabilities, and the directors' affidavit in the prescribed form states that the company does not maintain any bank account and has no assets and liabilities (Form STK-4, Removal of Names Rules 2016). A company that applies with the object of evading liabilities or deceiving creditors exposes the persons in charge to joint and several liability and punishment for fraud under section 447 (s.251, Companies Act 2013).
• Do not delay. The three years run from the Registrar's order, not from when you found out.

What to do now

• Next step: get the bank's written reason, then check the company status and each director's DIN status on the MCA portal (s.248 and s.250, Companies Act 2013; rule 12A, Directors Qualification Rules 2014).
• Deadline clock: if the company has been struck off, the Tribunal route within three years of the order (s.252(1)) and the longer route within twenty years of the Gazette notice (s.252(3)). If a Registrar's notice is live, thirty days from its date (s.248(1)).
• Consequence of delay: a dissolved company ceases to operate (s.250), directors' liability continues (s.248(7)), and the Tribunal windows close (s.252).

Have a CA review your facts before you act or file.

FAQs

1. Does a strike-off automatically freeze the company's bank account?
The Act does not say so in words. Section 250 says the company ceases to operate as a company and the certificate of incorporation is deemed cancelled, except to realise dues and pay liabilities. How a bank treats the account after that is for the bank to decide and tell you.

2. We never received the Registrar's notice. Does that help?
The notice goes to the directors at the addresses on record (rule 3(2), Removal of Names Rules 2016). If the record was outdated, say so when you apply for restoration. Whether it changes the outcome is for the Tribunal.

3. Can we restore the company if more than three years have passed?
Section 252(3) of the Companies Act 2013 allows an application by the company, a member, creditor or workman before twenty years from the Gazette publication. The Tribunal restores if satisfied the company was carrying on business or in operation when struck off, or if it is just to do so.

4. Is the DIR-3 KYC due every year?
Under rule 12A(1) as substituted, it is due on or before 30 June of the immediately following every third consecutive financial year, as the rule is worded, and not each year. Confirm your own due date on the MCA portal. A change of mobile number, email or residential address must be reported within thirty days (rule 12A(2)).

5. Which RBI rule governs the bank's own KYC freeze?
We have not opened the RBI KYC Master Direction for this article, so we do not state what it requires. Ask the bank to name the requirement.

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See Also

• Struck off by the Registrar? Reply in 30 days, or restore within 3 or 20 years (ss.248-252)
• Company shown Active non-compliant, what is blocked?
• Closing a dormant LLP: striking off with Form 24 and clearing your pending Form 8 and Form 11