pvtltd.co

Winding Up & Exit

Company Revival / Restoration

Section 252, Companies Act 2013 — NCLT application to restore a struck-off company within 3 years

Reviewed by CA Harun Raaj, ICAI Reg. No. 238303·Last reviewed:
Starting from ₹35,000Typical timelineCompany revival and restoration

Strike-off is not always permanent. Section 252 gives directors, shareholders, creditors, or any other person aggrieved by a strike-off the right to petition the NCLT for restoration. The 3-year window is strict — after it closes, revival requires a separate process with a higher evidentiary bar.

What is included
  • • Eligibility assessment (ground and 3-year window check)
  • • NCLT petition drafting under Section 252
  • • Board resolution and affidavit preparation
  • • NCLT filing and fee payment coordination
  • • Hearing attendance support
  • • ROC restoration compliance: pending annual returns and financial statements
  • • Post-order ROC filings to activate the company
Documents required
  • • CIN and date of strike-off (from MCA21)
  • • Last filed annual return and balance sheet before strike-off
  • • List of all outstanding annual returns and financial statements to be filed
  • • Board resolution authorising revival petition
  • • Affidavit explaining grounds for revival
  • • Evidence of operations at or after the time of strike-off (if applicable)
  • • No-objection from creditors (if applicable)
  • • CA certificate for pending outstanding dues (income tax, GST)
Government fees

See the fee table below for the statutory filing charge and common delay logic.

Legal basis
  • • Section 252, Companies Act 2013 — appeal against strike-off
  • • Section 248(1), Companies Act 2013 — compulsory strike-off by ROC
  • • Section 248(2), Companies Act 2013 — voluntary strike-off (STK-2)
  • • NCLT Rules 2016 — petition procedure
  • • Companies (Removal of Names of Companies from the Register of Companies) Rules 2016
Start revival applicationExplore more services

Process

How the service works

The workflow is built to be predictable: document collection, legal review, filing, and post-filing follow-through.

Step 1

Strike-off verification

Confirm company CIN, date of strike-off, and whether the 3-year window is still open.

Step 2

Ground identification

Identify the ground for revival: wrongful strike-off, company was operating, legal proceedings pending, or creditor interest.

Step 3

Outstanding compliance audit

CA reviews all unfiled annual returns and financial statements. These must be filed after revival order.

Step 4

NCLT petition filing

Petition filed at the relevant NCLT bench (jurisdiction based on company's registered office state). Accompanied by board resolution, affidavit, and supporting evidence.

Step 5

ROC notice

NCLT serves notice to the ROC, who may respond or appear. ROC's position typically depends on the ground cited.

Step 6

NCLT hearing

Matter listed for hearing. Petitioner's counsel argues the case. ROC or creditors may oppose.

Step 7

NCLT order

NCLT passes restoration order. Order served on ROC and petitioner.

Step 8

ROC compliance

All pending annual returns, financial statements, and outstanding dues filed within the timeline specified in the NCLT order. Company reactivated on MCA21.

AEO summary

A company struck off the MCA register — whether voluntarily (STK-2) or compulsorily by the ROC — can be restored within 3 years of the strike-off date. The application is made to the NCLT (National Company Law Tribunal) under Section 252. Grounds include wrongful strike-off, the company was operational at the time, or revival is necessary for pending legal proceedings.

What happens to assets after strike-off — and on revival

Section 250 of the Companies Act 2013 provides that on strike-off, all assets of the struck-off company vest in the Central Government. This means cash in bank accounts, property, and receivables become government property the moment the strike-off takes effect.

On revival under Section 252, the NCLT order typically directs that assets be restored to the company. In practice, banks unfreeze accounts and property records are restored. However, if the government has already disposed of any assets in the interim, those cannot be recovered.

  • • Bank accounts: frozen on strike-off, restored on revival order
  • • Property: title vests in government, restored on NCLT order
  • • Receivables: company can sue to recover after revival
  • • Disposed assets: not recoverable even after revival
  • • Action: check asset status immediately on revival

Compulsory strike-off vs voluntary strike-off — revival strategy differs

Compulsory strike-off (Section 248(1)) is initiated by the ROC when a company defaults in filing annual returns for 2+ consecutive years. The company receives notice before the strike-off. Revival here is typically straightforward — the petitioner shows the company was or should have remained active, and undertakes to file all pending returns.

Voluntary strike-off (STK-2 under Section 248(2)) is harder to reverse. The company's own directors signed off on the closure. Revival requires a stronger case — typically a pending legal dispute, a creditor's claim, or evidence that the declaration at the time of STK-2 was inaccurate.

Government fees

Fee breakdown

ItemFeeNotes
NCLT petition filing fee₹10,000Payable at NCLT registry
Stamp duty on petition (state-specific)₹1,000–₹5,000Varies by state
Pending annual return filing penaltyAs applicableMCA late filing fee for all unfiled years
Pending financial statements penaltyAs applicableMCA late filing fee for AOC-4 for unfiled years

Timeline

Typical turnaround

Typical timeline usually means a 6–9 months turnaround, assuming documents are complete and any board or shareholder approvals are already in place.

Pricing note

Professional fee. NCLT filing fee ₹10,000 + stamp duty (state-specific). ROC compliance catch-up filed separately.

Related services

Keep the company moving

Company strike-off / closure (STK-2)

Voluntarily close a company — the starting point for many revival cases.

Voluntary winding up (Section 304)

Structured exit for companies with assets or debts.

LLP dissolution

Dissolve an LLP under the LLP Act 2008.

ROC annual compliance

File all pending annual returns after revival to avoid re-strike-off.

FAQ

Frequently asked questions

How long do I have to file a revival petition under Section 252?
Section 252 of the Companies Act 2013 allows any aggrieved person to petition the NCLT for restoration within 20 years of the date of strike-off — not 3 years as is commonly assumed. The 20-year window applies to companies struck off under Section 248. The petition must show that the company was carrying on business at the time of strike-off, or that revival is just and equitable in the circumstances.
What must be filed with the ROC after the NCLT passes the revival order?
Once the NCLT passes a restoration order under Section 252, Form INC-28 must be filed with the ROC within 30 days of the order date. Failure to file INC-28 in time means the order cannot be given effect and the company remains struck off on MCA21. Along with INC-28, all pending annual returns (MGT-7) and financial statements (AOC-4) for every unfiled year must be submitted, with all applicable late fees calculated from the original due dates.
What grounds does the NCLT consider before granting revival?
Under Section 252, the NCLT may order revival if it is satisfied that: (a) the company was carrying on business or in operation at the time of strike-off, or (b) it is just and equitable to restore the name. Common supporting grounds include pending legal proceedings to which the company is a party, creditor claims against the company, or evidence that the ROC strike-off notice under Section 248(1) was not properly served. The NCLT has wide discretionary power and weighs all circumstances.
What happens to the company assets after strike-off, and are they recovered on revival?
Under Section 250 of the Companies Act 2013, all property and assets of a struck-off company vest in the Central Government from the date of strike-off. This includes bank balances, receivables, and immovable property. On revival under Section 252, the NCLT order directs that assets be restored to the company and banks unfreeze accounts. However, any assets already disposed of by the government during the intervening period cannot be recovered.
Can a revival petition be used to defraud creditors?
No. Section 38A of the Companies Act 2013, inserted by the Companies Amendment Act 2019, makes it an offence to apply for revival or restoration with the intent to defraud creditors or defeat any provision of the Act. If it is established that the petitioner sought revival to frustrate creditor claims or conceal assets, the revival order can be set aside and the petitioner faces prosecution. Directors and officers who were knowingly parties to such a fraudulent revival can be held personally liable.

Canonical reference: https://www.pvtltd.co/services/company-revival

Get started

Ready to move this filing forward?

We can help with the filing, the legal mapping, and the follow-up work that keeps the company compliant after submission.

Start revival applicationSee pricing

Considering a fresh start?

Revive to sell — not just to restart.

If you are reviving a company to exit it cleanly rather than continue operations, consider listing it for sale once it is restored. A revived company with a clean CIN, compliance history, and any existing contracts or IP can attract buyers who want to skip the incorporation step.

Browse companies for saleList your company