What is an ROC notice for strike off?

An ROC notice for strike off is a formal communication issued under Section 248(1) of the Companies Act, 2013, in Form STK-

It informs the company that the Registrar proposes to remove its name from the official MCA register. The company gets 30 days to submit a written reply. 2. What happens if the company does not respond to the strike off notice?

The ROC publishes Form STK-5 as a public notice in the Official Gazette when the company fails to respond within 30 days. After considering objections, if any, the ROC then issues the final dissolution order in Form STK-

The company loses its legal existence upon publication of this final order. 3. Are directors personally liable after a company is struck off?

Yes, directors remain personally liable for unpaid taxes, government dues, and outstanding statutory obligations even after the company is struck off. They may also face disqualification under Section 164(2) for non-filing of annual returns. This rule restricts them from holding directorships in other companies for five years.

Can a struck-off company be revived under the Companies Act, 2013?

Yes, an aggrieved person, such as a member, creditor, or workman, can file an NCLT appeal under Section

The appeal must be filed within 20 years of the date of dissolution. The company must clear every pending return and fee after the NCLT orders restoration. 5. Is a strike off the same as the winding up of a company?

No, a strike off is an administrative removal from the MCA register for non-operational entities under Section

Winding up involves the formal liquidation of assets and the settlement of liabilities under a court-appointed liquidator. Winding up usually applies to active companies that face financial or legal issues. 6. How can I check if my company received an MCA strike off notice?

Search the company’s status on the MCA portal at mca.gov.in using the CIN or company name under Master Data. The ROC also publishes every strike off notice in the Official Gazette and on the MCA portal. Directors must monitor the registered email for direct communications, too.

Can creditors object to a proposed strike off by the ROC?

Yes, creditors may submit written objections to the ROC after Form STK-5 appears in the Official Gazette. They must file objections in Form STK-3 within 30 days of the public notice. A valid objection halts the process and requires the company to settle dues before any removal proceeds.

What is the difference between Section 248(1) and Section 248(2) of the Companies Act?

Section 248(1) covers strike offs initiated by the ROC on its own motion based on the company’s non-compliance. Section 248(2) covers voluntary closure filed by the company through Form STK-

The company drives the entire process under Section 248(2) with proper board and member resolutions. 9. Does an LLP also receive a strike off notice from the ROC?

Yes, an LLP can receive a strike off notice if it appears inactive or has failed to comply with statutory filing requirements under Rule 37 of the LLP Rules,

This rule reads along with Section 75 of the LLP Act, 2008. The ROC issues this notice when the LLP fails to file Form 8 and Form 11 for two consecutive years. 10. What documents must a company attach with the reply to a strike off notice?

A company must attach bank statements showing active transactions during the relevant financial period as primary evidence. It should also include filed GST returns, income tax returns, sales invoices, and client contracts. The reply must cite the company’s CIN and address every ground stated in the notice.

What happens to GST registration after company’s strike-off?

The GST registration usually gets cancelled or suspended once the ROC strikes off the company’s name. The business loses compliance access and cannot file returns or claim input tax credit. All outstanding GST liabilities must be cleared before dissolution becomes effective.

Can a struck-off company still recover money owed to it?

A struck-off company cannot initiate or continue recovery proceedings after dissolution under the law. It loses legal standing to enforce contracts or claims against debtors. The company must first restore its name through NCLT under Section 252 before pursuing recovery.

Can a company voluntarily apply for strike-off under Section 248(2)?

Yes, a company can voluntarily apply for strike-off under Section 248(2) if it has no liabilities. It must pass board and shareholder resolutions before filing the application. The company must also ensure all statutory compliances and pending filings are completed.

What is Form STK-2, and when is it used?

Form STK-2 is the prescribed application used by a company for voluntary strike-off under Section 248(2). It is filed after clearing all liabilities and completing compliance requirements. The Registrar processes it only after verifying that no outstanding dues or obligations exist.

Can a struck-off company open or operate a bank account?

A struck-off company cannot open or operate any bank account after its name is removed. Banks freeze accounts once dissolution is notified by the ROC. The company must be restored through NCLT under Section 252 before resuming any banking operations.

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Compliance ROC

ROC Notice for Strike Off: Meaning, Reply & Consequences

Joel Dsouza

Updated:Jun 8, 2026

12 min read

An ROC notice for strike off is a formal communication, issued through Form STK-1, by the Registrar of Companies under Section 248(1) of the Companies Act, 2013. The Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, also govern this process. The notice informs a company that the Registrar proposes to remove its name from the register due to inactivity or non-compliance with statutory requirements.

The notice of striking off and dissolution gives the company a 30-day opportunity to explain its position and demonstrate continued business operations. During this period, the company may submit objections, file pending documents, and provide supporting evidence. If the company fails to respond or rectify the identified issues, the Registrar may proceed with the strike-off process.

After the company strikes off notice takes effect, the company ceases to exist as a registered entity and loses the right to conduct business operations. Under Section 250 of the Companies Act, 2013, the company’s assets still be used to settle pending debts and other legal obligations. This guide explains what a strike off notice means under Section 248(1), the common grounds on which the Registrar issues it, and the steps to reply within the deadline.

Key Takeaways

The ROC issues a strike off notice under Section 248(1) when a company fails to commence business or stays inactive for two consecutive financial years.
The notice gives the company a 30-day window to file a reply with supporting documents and overdue ROC returns.
The ROC delivers the notice through email, physical letter, the MCA portal, and the Official Gazette, so directors must monitor all channels.
Ignoring the notice leads to permanent removal from the register, vesting of assets in the Central Government, and possible director disqualification under Section 164(2).
A struck-off company can apply for revival under Section 252 by filing an NCLT appeal within 20 years of dissolution.

Common Grounds for Receiving a Strike Off Notice

The ROC may issue a show cause notice for the company strike off on several grounds of compliance failure. The most common are as follows:

The company fails to commence business within 1 year of incorporation, which triggers the presumption that operations were never intended.
The subscriber does not pay the share capital agreed under the Memorandum of Association, and the company fails to file Form INC-20A within 180-days of incorporation.
The company has not conducted any business for two consecutive financial years and has not applied for dormant status under Section 455.
The company fails to file annual returns (Form MGT-7) or financial statements (Form AOC-4) for two or more consecutive years.
The ROC finds that the registered office is non-functional during a physical verification under Section 12(9) of the Companies Act, 2013.
The ROC receives credible information from tax authorities confirming the company is no longer operational.

How the ROC Strike Off Notice is Delivered and How to Identify it?

Many directors miss an ROC strike off notice because they rely only on emails or physical correspondence. The Registrar uses multiple communication channels during the strike-off process, so companies should monitor each of them carefully.

The notice of striking off and dissolution begins with Form STK-1, which the ROC sends to the company and its directors. The ROC may communicate the notice through the following channels:

Email sent to the email address available in the company’s MCA records
Physical notice sent by the ROC to the company’s registered office address.
Publication of the notice in English and vernacular newspapers through Form STK-5A, as required under the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016. Directors should also monitor local newspapers, particularly in jurisdictions outside major metropolitan cities.
Publication of the strike off notice on the MCA website and in the Official Gazette. Any person can search the company’s name or CIN on the MCA portal to check whether the ROC has issued a notice.

Response Timeline for an ROC Strike Off Notice

The most critical stage in an ROC strike off notice is the 30-day response period. During this window, the company can submit a representation, file pending returns, and provide evidence of active business operations.

The table below outlines the key stages from notice issuance to dissolution under Section 248(1):

Stage	Action	Timeline
Notice issuance	ROC sends a strike off notice to the company and directors	Day 0
Response window	The company submits a representation or a reply	Within 30 days of notice
Public notice	Notice gets published in the Official Gazette and on the MCA portal	During or after the notice period
Final order	ROC issues an order if no valid response is received	After expiry of the response period (30 days)
Dissolution	Company name removed; entity legally dissolved	From the date of publication of the final order (Form STK-7) in the Official Gazette

Important: Once the final order is published in the Official Gazette, the company ceases to exist as a legal entity. No contracts, bank activity, or business can be conducted in its name from that point.

How to Reply if You Receive an ROC Strike Off Notice?

A timely and complete reply is the most crucial step for a company seeking to prevent the strike off proceedings. The correct procedure to reply to an ROC notice for strike off involves the following steps:

Step 1: Review the Grounds in the Notice

The company must read the notice carefully and identify the exact reason the ROC has cited for the proposed strike off. Different grounds need different types of evidence in support. Suppose the notice cites non-filing of returns, the company must complete every pending ROC filing without delay.

Step 2: Gather Supporting Documents

The company must collect all documents that prove its active status before drafting the formal reply. The following documents are commonly required:

Bank statements that show active transactions in the company’s account during the relevant period.
Filed GST returns, income tax returns, or TDS challans that prove ongoing business operations.
Sales invoices, purchase orders, or client contracts that confirm the company’s commercial activity.

Step 3: File All Pending Returns Before Submitting the Reply

The Registrar will not consider the reply valid if statutory filings remain incomplete at submission time. The company should complete all overdue filings, including Form AOC-4 and Form MGT-7, without delay. It must pay the prescribed filing fees along with additional fees of ₹100 per day of delay per form.

The company should also retain Service Request Numbers (SRNs) for all completed filings as proof. These SRNs should accompany the reply to demonstrate full compliance before submission.

Step 4: Draft and Submit the Formal Representation

The reply must be addressed to the concerned Registrar of Companies, such as ROC Hyderabad, under the MCA jurisdiction. It must clearly mention the company’s name and Corporate Identification Number (CIN). The company should respond to each ground stated in the notice with supporting evidence. It must attach all relevant documents in proper order for verification. The company must submit the representation through the MCA portal or at the ROC Delhi office, as specified in the notice.

ROC-Initiated vs Voluntary Strike Off

Many companies confuse the ROC-initiated strike off process with a voluntary closure application. The two are distinct in their legal basis, process, and consequences. The table below highlights the key differences:

Basis	ROC-Initiated Strike Off (Section 248(1))	Voluntary Strike Off (Section 248(2))
Initiated by	Registrar of Companies	The company, through the board and member resolution
Legal basis	ROC’s own motion based on non-compliance	The company’s application to the ROC
Notice requirement	ROC issues notice; company has 30 days to reply	Company files STK-2 application with required documents
Company status	The company is non-operational or non-compliant based on the ROC’s assessment of filing history and operational records.	The company must have no outstanding liabilities
Director control	The company may not have full control of the process	The company initiates through board and shareholder resolutions, then applies via STK-2.

Consequences of Ignoring a Strike Off Notice and How to Avoid Them

A company that fails to respond to the ROC notice for strike off within 30 days faces several permanent legal consequences. Each action by ROC can be prevented or responded to with a clear preventive step by the company on time:

Publication in the Official Gazette: The ROC publishes the notice of striking off and dissolution in the Official Gazette as a public record.
Solution: Reply to the strike off notice within 30 days with proper documents and complete all pending filings.
Removal from the MCA Register: The company’s name is removed from the register, and the entity ceases to exist legally.
Solution: Submit a formal representation with proof of active business, such as bank statements, GST returns, and invoices.
Vesting of Assets in the Central Government: All assets vest in the Central Government under Section 250 of the Companies Act, 2013.
Solution: Settle every pending statutory filing and clear outstanding dues to retain ownership of company assets.
Director Disqualification under Section 164(2): Directors face disqualification for non-filing of annual returns and lose the right to hold directorships for 5 years.
Solution: File AOC-4 and MGT-7 returns on time, pay late fees, and complete DIR-3 KYC for every director.
Loss of Bank Accounts and Contracts: The company can no longer operate its bank accounts or sign any business contracts.
Solution: Close all banking and contractual matters before the strike off process moves to the final stage.
Regulatory Objections from Authorities: The ROC notifies tax and regulatory authorities during the strike-off process. Any pending tax demand, GST dispute, or customs liability may delay or stop the dissolution.
Solution: Clear outstanding tax dues and resolve pending regulatory disputes before the strike-off process reaches the final stage.

Can a Struck-Off Company Be Revived?

A company whose name has been struck off under Section 248(1) can be restored to the register under Section 252 of the Companies Act, 2013. To do so, any aggrieved person (member, creditor, or workman of the company) can file an appeal with the National Company Law Tribunal (NCLT) within 20 years of the date of dissolution.

The NCLT can order the company’s restoration if it finds the strike-off was wrongful, or if the company was actively operating at the time it was removed. After the NCLT order, the company must file all outstanding returns and pay all applicable fees before resuming operations.

For end-to-end support with the legal process, you can explore Revival of Struck-Off Companies to understand the complete restoration procedure.

Joel Dsouza

Joel Dsouza is a Chartered Accountant (CA) and compliance expert with over 7 years of hands-on experience in company registration, tax structuring, GST, ROC filings, and MCA compliance. As a qualified member of the Institute of Chartered Accountants of India (ICAI) and Co-Founder at RegisterKaro, he has personally advised more than 1,000 startups and SMEs across India, helping founders navigate incorporation, regulatory frameworks, and financial planning from Day 1. With deep expertise across all three levels of Finance and Portfolio Management, Joel is committed to promoting financial literacy and simplifying India's startup ecosystem through clear, actionable guidance that entrepreneurs can act on immediately.