Revival of Struck Off Companies
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An Overview of Revival of Struck Off Companies
Strike off means temporary closure of the company or removal of the name of the company from the register of company by the register following the previsions of the Companies Act, 2013. It is a substitute for winding up of the company, and in this case, the company can get revived for a period of 20 years from the date of strike-off. The appeal or application can be filed by the registrar, any person aggrieved by order of the Registrar or by Company, or by member or creditor or workman. The member, creditor or workman of a company can file a petition for Revival of the Company before the expiry of 20 years of striking off from notification in the official gazette under section 252(1), and others can file a petition under section 252(3) within three years from the publication of notification in the official gazette. The demand draft of Rs. 1000/- should be filed with the petition as fees.
It is important that the appeal has to be filed within three years of the date of order of the register of company in case of compulsory striking off by the registrar and the limitation period is twenty years with respect to striking off the company’s name from the date of publication of notice in the Official Gazette.
- Grounds for Revival of Struck off Companies
- Who can apply for Revival?
- Strike off of Companies under Companies Act, 2013
- Procedure for revival of Struck off companies as per Companies Act, 2013
- Benefits to Activate Struck Off Company
- Documents Required for the Revival of Struck Off Companies
- Procedure to restore struck- off companies
- Why RegisterKaro?
- Frequently Asked Questions
Revival of Struck Off Companies
Grounds for Revival of Struck off Companies
The grounds on which NCLT does the Revival of Struck Off Companies are as follows:-
- The company holds any immovable property.
- The company, apart from the Registrar of Companies, has complied with GST, income tax, provident fund, and such authorities,
- In case there is evidence stating that the company has an ongoing business as active transaction in the bank statements of the company.
- The company is renewing any license on an annual basis and other documents depending upon the circumstances.
- Any documents that shows that the company is ongoing business as active transaction in the bank statements of the company
- The company is renewing any license on an annual basis and other documents depending upon the circumstances.
- Any documents that shows that the company is ongoing or active and it will be in the public interest to revive the company.
Who can apply for Revival?
Following are the persons who can make an appeal in NCLT to restore the company:
- Company;
- Any member/ creditor;
- Workmen.
The revival of struck off companies typically involves several steps:
1. Application for Company Restoration: /File an application for company restoration with the appropriate governing body or registrar, providing reasons for revival and paying any outstanding fees or penalties.
2. Court Order (if required): /In some cases, especially if the company was dissolved for a long time or voluntarily struck off, a court order might be necessary for revival.
3. Clearance of Debts and Obligations: /Clear any outstanding debts, taxes, or obligations the company had before dissolution. This might involve settling with creditors or addressing legal requirements.
4. Updated Company Information: /Ensure all company information, such as director details, shareholding structure, and registered.
Strike off of Companies under Companies Act, 2013
If you’re Company has been struck off from the Register of Companies on account of Non filing of financial statements and Annual Returns for a Continuous Period of 3 Years. You can now restore your Company by filing a petition in jurisdictional Bench of National Company Law Tribunal (NCLT).
Procedure for revival of Struck off companies as per Companies Act, 2013
The following is the procedure for revival of struck off Companies:
Preparation & filing of Petition
The petition under for the restoration of name of struck Company shall be filed with the National Company Law Tribunal (NCLT) within a period of 3 years from the date of Strike off.
Service of the petition to Respondents
A copy of the application shall be served on the Registrar of Companies and on such other persons as the Tribunal may direct either by hand or post with proper receipt, not less than 14 days before the date fixed for hearing of the application.
Hearing the Petition
NCLT shall hear the Petitioner and Respondent (ROC). It will also take note of the observations/ objections, if any, received. After hearing Both the Parties, if it is satisfied that struck off company is not a defunct company, it can order the restoration of name of company in the record of the ROC.
Directions by Tribunal
Where the Tribunal makes an order restoring the name of a company in the register of companies, the order shall direct that – The appellant shall deliver a certified copy to the Registrar of Companies within thirty days from the date of the order; On such delivery, the Registrar of Companies do, in his official name and seal, publish the order in the Official Gazette; the appellant shall pay to the Registrar of Companies costs as directed by Tribunal. The company shall file pending financial statements and annual returns with the Registrar and pay required fee within such time as may be directed by the Tribunal.
Filing of NCLT order with ROC
The Company shall file the copy of order with Registrar of Companies within a period of 30 days from the date of the order. The company shall file pending financial statements and annual returns with the Registrar with additional fee and comply with the requirements of the Companies Act, 2013 in this regard.
Benefits to Activate Struck Off Company
1. Continue operations with the existing entity.
2. Cost effective
3. Can use the existing brand name for marketing & advertisement purpose.
4. Continue operations with the existing setup
Documents Required for the Revival of Struck Off Companies
Following are the documents required for the Revival of Struck Off Companies:
- List of Directors
- Signed copy of MOA and AOA
- Copy of Board resolution
- Signed ITR acknowledgement copy
- Latest balance sheet
- vakalatnama / MOA
- Signed financial statement since when a company has to filed with ROC
- Proof of sending application copy with ROC and income Tax department.
- Copy of Bank statement.
- Proof regarding payment of application form.
Procedure to restore struck- off companies
1. File a petition with tribunal in form NCLT-9 along with following documents:
2. Affidavit verifying the petition in form no. NCLT-6
3. All the documents as mentioned above in support of the petition.
4. Copt of application shall also be served to ROC and income tax department not less than 14 days before the date fixed for hearing of application.
5. ROC may send his report to NCLT as to his comment and views on the restoration of company.
6. NCLT after hearing all the parties may give an order for restoration of company in register of companies.
7. Company is required to file order of NCLT to ROC within 30 days from the date of receipt of order.
8. Company should file all the order of NCLT to ROC within 30 days from the date of receipt of order.
9. Company should file all the pending financial statements and annual returns with ROC within the time prescribed by tribunal, if any
10. At the end ROC will restore the company in the Register of Companies.
Note: The revival of struck off companies may be done for a period of twenty years following the date of the strike-off as a replacement for winding up business. Any person who feels wronged by a register’s order, the company, a member, a creditor, or a worker may file an appeal or application
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FAQs
What does it mean when a company is struck off?
Striking off a company means it has been removed from the official register and is no longer a legal entity.
How can I revive a struck-off company?
Reviving a company usually involves applying for reinstatement with the relevant authorities, settling outstanding debts, and meeting specific legal requirements.
Can any struck-off company be revived?
Generally, most companies can be revived within a specific period after being struck off, provided the revival criteria set by the authorities are met.
What documents are required for revival?
Documentation typically includes an application for restoration, evidence of cleared debts, updated company information, and any additional documents mandated by the registrar or governing body.
Is court intervention necessary for revival?
In some cases, especially for companies struck off for an extended period, court orders might be necessary for revival.
How long does the revival process take?
The timeline varies based on jurisdiction and individual circumstances. It might take several weeks to months, depending on compliance and administrative processes.
Can a struck-off company still be liable for its past debts?
Yes, unless specifically discharged, the liabilities of the company before dissolution generally remain. Revival doesn’t absolve the company of past obligations.
Can the company retain its original name after revival?
In many cases, if the name hasn’t been taken by another entity and if the registrar allows, the company can retain its original name after revival.
What happens to assets and contracts after revival?
Upon revival, the company can typically reclaim its assets, continue existing contracts, and resume business operations.
Are there any consequences for failing to revive a company within a specific time frame?
Failing to revive a company within the stipulated time frame might lead to permanent dissolution, making it more challenging or impossible to revive the entity.