Has your company's name been struck off the Register of Companies (ROC)? This can feel like a setback, putting a halt to your business operations and legal standing. However, all is not lost! In India, provisions exist under the Companies Act 201 to revive a struck-off company through the National Company Law Tribunal (NCLT).
Navigating this complex legal process can be daunting. That is where we step in as a helping hand. As a leading legal tech firm, we specialize in guiding businesses through the intricate journey of company revival, leveraging our expertise and AI-driven solutions to ensure a smooth and successful restoration.
1. Overview:
A company's name can be "struck off" the ROC for various reasons, most commonly due to:-
- Non-filing of Annual Returns and Financial Statements: If a company fails to file it’s statutory documents (e-Form AOC-4 and e-Form MGT-7) for two or more consecutive financial years, the ROC may initiate strike-off proceedings.
- Non-Commencement of Business: If a company has not commenced business operations within one year of it’s incorporation and fails to file the requisite declaration (e-Form 20A).
- No Business Activity: When the ROC has reasonable cause to believe that the company is not carrying on any business or operation.
While a struck-off company loses it’s active status, it is not a permanent end. Revival is the legal process of restoring the company's name to the ROC, effectively reinstating it’s legal identity and allowing it to resume operations as if it was never struck off. This process primarily involves filing a petition with the NCLT under Section 252 of the Companies Act 2013.
2. Benefits:
Reviving a struck-off company offers crucial advantages:-
- Restoration of Legal Identity: The company regains it’s corporate status, enabling it to enter into contracts, sue or be sued and conduct all lawful business activities.
- Asset Protection and Recovery: If the company holds any assets (movable or immovable property, bank accounts), revival ensures these are not frozen or illegally transferred. It allows you to access and manage these assets.
- Continuation of Business Operations: You can resume your core business activities, engage with clients and pursue new opportunities that were on hold.
- Fulfilling Pending Legal Obligations: Revival allows the company to complete pending legal proceedings, settle liabilities and address any outstanding compliance issues.
- Reactivation of PAN and Bank Accounts: Once revived, the company's PAN becomes active again and bank accounts can be operated, which are typically frozen upon strike-off.
- Enhanced Credibility: A revived company demonstrates commitment to compliance and good governance, improving it’s standing with stakeholders, investors and lenders.
- Avoidance of New Incorporation Costs: Reviving an existing company is often more cost-effective and time-efficient than incorporating a brand new one.
3. Documents Required:
The NCLT will require substantial documentation to approve a revival petition. While specific requirements may vary based on your company's unique situation, generally, you will need:-
- Copy of Certificate of Incorporation (COI), Memorandum of Association (MOA) and Articles of Association (AOA).
- Copy of the ROC's order/notice of strike-off.
- Latest Audited Financial Statements: For all financial years since the last filing with the ROC.
- Bank Statements: Reflecting active transactions or reasons for inactivity, demonstrating the company's operational status or legitimate reasons for being struck off.
- Income Tax Returns (ITR) Acknowledgment Copies: Filed by the company (if any).
- Affidavit verifying the petition and confirming the truthfulness of the statements.
- Board Resolution: Authorizing the filing of the revival petition and appointing an authorized representative.
- Proof of ownership of any immovable property (if applicable).
- Vakalatnama/Memorandum of Appearance: If engaging a professional to represent you.
- Any other documents e.g. invoices, agreements, utility bills in company's name, GST registrations/filings.
Praman Advisors will assist you in compiling a comprehensive set of documents, ensuring all necessary evidence is presented to the NCLT.
5. Fees and Timelines:
The fees and timelines for company revival can vary based on the complexity of the case, the number of pending compliances and the specific NCLT bench.
- Fees:
- NCLT Filing Fee: A prescribed fee, typically ₹1,000 is paid through a demand draft in favour of "Pay and Accounts Officer, Ministry of Corporate Affairs."
- Professional Fees: We charge professional fee for end-to-end assistance, which covers drafting, filing, representation and follow-up. This fee will be discussed transparently during your initial consultation.
Manju Laur: 📞 +97119 94042
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- ROC Penalties/Late Filing Fees: The company will be liable to pay all outstanding annual filing fees and associated late penalties as directed by the NCLT. These can accumulate significantly over time.
- Timelines:
- Application Period: An application for revival can be filed with the NCLT:-
- By the company, any member or creditor: Generally within 20 years from the date of publication of the strike-off notice in the Official Gazette (under Section 252(3)).
- By any aggrieved person (if the ROC struck off the company based on incorrect information or inadvertently): Within 03 years from the date of the ROC's order (under Section 252(1)).
- NCLT Process: The NCLT process from filing the petition to receiving the order can take 03 to 06 months or more, depending on the NCLT bench's schedule, case load and complexity.
- Post-NCLT Compliances: Filing the NCLT order and pending documents with the ROC must be done within stipulated timelines (e.g. INC-28 within 30 days of the order).
We are dedicated to efficient processing, aiming to expedite the revival process while ensuring complete compliance at every stage.
