Harun Raaj & AssociatesHarun Raaj & Associates
Company Law & MCA Compliance

Company Revival

Company Revival

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Regulatory Framework

Governed by Section 252, Companies Act 2013, which provides two separate windows for restoring a company struck off the register. Under Section 252(1), the company itself, or any member, creditor or workman aggrieved by the strike-off, may appeal to the National Company Law Tribunal (NCLT) within three years of the Registrar's strike-off order. Under Section 252(3), any person aggrieved may separately apply for restoration within twenty years of the date the dissolution notice was published in the Official Gazette, if the Tribunal is satisfied the company was carrying on business or in operation at the time of striking off, or that it is otherwise just for the company to be restored. Restoration is discretionary, not automatic — the Tribunal typically directs the company to file all overdue annual returns and financial statements and pay the applicable ROC fees and additional fees as a condition of the order. The NCLT's restoration order is then filed with the Registrar in Form INC-28, following which the company's name is restored to the register as if it had never been struck off.

Overview

Company revival is the restoration of a company that has been struck off the register of companies. Under Section 252 of the Companies Act 2013, a company that has been dissolved by strike off can be restored by the Tribunal on application — or the Registrar can restore it where it was struck off without proper cause. Revival matters because a struck-off company's legal existence has ended: its assets, its contracts, its bank accounts and its tax registrations are frozen in a legal state where the company cannot act.

Companies end up struck off for quiet reasons — a missed annual filing, a change of address that broke the correspondence chain, a director's oversight — and the consequences of the strike off are often discovered only when the company needs to do something: sell an asset, recover money, complete a contract, or defend a claim. A struck-off company cannot sign, cannot sue, and its property is caught in the dissolution. Revival restores the company to the register as if the dissolution had not happened, subject to the conditions the law imposes.

The cost of leaving a struck-off company unrestored compounds with the assets at stake. Property standing in a dissolved company's name cannot be transferred; recoveries cannot be pursued; and the company's former directors carry the administrative mess indefinitely. Revival is also time-sensitive — the restoration route depends on when the strike off happened, and delay narrows the options.

This service is for companies and their directors seeking to restore a struck-off entity under Section 252 of the Companies Act 2013. We review the strike-off history, prepare the restoration application with the grounds and the supporting filings, file before the Tribunal or the Registrar as appropriate, complete the conditions of restoration — including the outstanding filings — and restore the company to a live, compliant status.

How It Works

  1. 1

    Strike-Off History Review

    We review why and when the company was struck off and the assets and matters affected.

    Harun Raaj & Associates does this3-5 days
  2. 2

    Restoration Route Selection

    We determine the route under Section 252 — the Tribunal application or the Registrar's power — and the timelines.

    Harun Raaj & Associates does this2-3 days
  3. 3

    Application Preparation

    We prepare the restoration application with grounds, documents and the supporting filings.

    Harun Raaj & Associates does this1-2 weeks
  4. 4

    Filing & Proceedings

    We file the application and appear in the proceedings before the Tribunal or Registrar.

    Harun Raaj & Associates does this4-10 weeks
  5. 5

    Restoration & Compliance Reset

    We complete the restoration conditions, restore filings and registrations, and reset the company's calendar.

    Harun Raaj & Associates does this2-4 weeks

Frequently Asked Questions

Under which provision can a struck-off company be restored, and who has jurisdiction?
Section 252 of the Companies Act 2013 gives the National Company Law Tribunal (NCLT) jurisdiction to restore a company struck off under Section 248. A member, creditor, workman, or the company itself may file an application within 20 years of the strike-off order. The application is made in Form NCLT-9 and, once the NCLT passes the restoration order, Form INC-28 is filed with the Registrar of Companies to give effect to the order.
Is there a faster route to restoration that avoids the NCLT?
Section 252(3) read with Rule 87A of the NCLT Rules 2016 allows the Registrar of Companies to restore a company without an NCLT hearing where the company was struck off on its own application under Section 248(1) and the Registrar is satisfied the strike-off was erroneous. This administrative route typically takes 30-60 days versus 4-6 months via the NCLT, but is not available where strike-off was initiated suo motu by the Registrar under Section 248(2).
What compliance arrears must be cleared immediately after restoration?
Upon restoration the company is treated as though it was never struck off. All overdue annual returns (Form MGT-7 / MGT-7A under Section 92) and financial statements (Form AOC-4 / AOC-4 XBRL under Section 137) for every year since incorporation must be filed. Additional late fees under Section 403 accumulate per day of default, and the Registrar may require compounding of offences under Section 441 before the MCA portal is unblocked for the company.
Do income-tax return obligations for the gap years also revive?
Yes. Because the company is treated as continuously existing, all income-tax return obligations under Section 139 of the Income-tax Act 1961 (Section 263 under ITA 2025 for Tax Years from 2026-27 onwards) for the gap years revive. Interest under Sections 234A, 234B, and 234C (Sections 446, 447, and 448 under ITA 2025) and the late-filing fee under Section 234F (Section 451 under ITA 2025) become payable once the belated returns are filed. We map each gap year to the correct act and section before filing.
Can directors disqualified under Section 164(2) still apply for revival?
Disqualification under Section 164(2) — which attaches automatically to all directors of a company that has not filed financial statements or annual returns for three consecutive years — does not prevent filing the revival application, but the disqualified directors cannot act for any other company until the disqualification is removed. The NCLT typically conditions the restoration order on the company filing all overdue returns. Once the company is restored and filings are current, the disqualification under Section 164(2)(a) ceases prospectively for that company, though a separate DIN restoration application may be needed for other companies where the director was also disqualified.

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