RoC Strike-off Notice: What it means, What it costs, and How to reverse it

When a founder receives a Form STK-1 from the Registrar of Companies (RoC), the first instinct is to assume the company is already dead. It is not. The notice is a proposal, not a final order. Between STK-1 and actual dissolution, the law gives you meaningful windows to respond, file pending documents, and stop the process entirely at the RoC level without going near the National Company Law Tribunal (NCLT). But those windows are short, and missing even one of them creates a problem that is significantly more expensive and time-consuming to fix. This article covers the full lifecycle of a strike-off action, what each stage triggers, what a strike-off actually does to the company and to you personally as a director, and the specific steps to reverse it, both before and after the final order is published.

What is a RoC strike-off notice and why does the RoC issue one?

A RoC strike-off notice, issued in Form STK-1, is the Ministry of Corporate Affairs’ (MCA) formal communication under Section 248(1) of the Companies Act, 2013, stating that the Registrar has reasonable cause to believe that the company is not carrying on any business or operations and proposes to remove its name from the Register of Companies.

The word “reasonable cause” does the heavy lifting. The RoC does not need a court order or prior adjudication. If a company has not filed its annual return (Form MGT-7) or financial statements (Form AOC-4) for two consecutive financial years, that non-filing is itself treated as evidence that the company is inactive. The RoC can initiate strike-off on that basis alone.

Section 248(1) of the Companies Act, 2013 permits the RoC to initiate the strike-off process on four specific grounds:

1. The company failed to commence business within one year of incorporation.
2. The company has not carried on any business or operations for two immediately preceding financial years and has not applied for dormant status under Section 455 of the Act.
3. The subscribers to the Memorandum of Association have not paid the subscription amount they undertook to pay at the time of incorporation, and a declaration to this effect has not been filed within 180 days under Section 10A(1).
4. The company is not carrying on any business, as confirmed after a physical verification of the registered office under Section 12(9) of the Act.

Ground 2 is by far the most common trigger. Companies that were incorporated for a specific purpose, never fully operationalised, or were put on hold while the founders pursued other opportunities typically fall into this bucket. Companies that operated for some years but stopped filing because the promoters were occupied elsewhere also get caught here. The RoC’s data-matching systems flag these automatically when MGT-7 and AOC-4 filings are missing.

The INC-20A trigger: a rising cause for post-2018 companies

Ground 3 deserves separate attention. Every company incorporated on or after 02 November 2018 with share capital is required, under Section 10A of the Companies Act, 2013, to file Form INC-20A (Declaration for Commencement of Business) within 180 days of incorporation. This form requires a director to declare that every subscriber to the Memorandum of Association has paid the full value of the shares they agreed to take. Without this filing, the company cannot legally commence any business activity, borrow funds, or issue shares.

If INC-20A is not filed within 180 days, the RoC has grounds under Section 248(1)(d) to initiate strike-off. The penalties are also significant: ₹50,000 on the company, and ₹1,000 per day on each defaulting officer, up to a maximum of ₹1,00,000 per officer.

The practical problem: thousands of companies incorporated post-2018, especially those set up in anticipation of a fundraise or a joint venture that never materialised, never filed INC-20A and never operated. Many founders who incorporated a holding structure or SPV and then pivoted are discovering STK-1 notices citing Section 10A non-compliance years later. The representation response for this type of notice is different: the company must demonstrate that the subscription money was received and, where late filing of INC-20A is still possible, file it with penalty concurrently with the representation. In some cases, courts have allowed restoration even where INC-20A was filed significantly late, provided the company paid the requisite penalty and the RoC did not challenge the subscription money receipt.

Section 248(2) also allows the company itself to apply for voluntary strike-off (via Form STK-2), requiring special resolution or 75% member consent and full extinguishment of liabilities. This article focuses on the involuntary action under Section 248(1), which is what founders encounter when they receive a STK-1 without having asked for it.

The five stages from notice to dissolution: what the RoC actually does

Most founders who come to us have received STK-1 and believe the company is either already gone or that this notice is a minor administrative letter. Both are wrong. Understanding where you are in the process determines which remedy is available.

Stage 1: Form STK-1 (notice to company and directors)

The RoC sends STK-1 in writing to the company at its registered office address, and individually to all directors on record. The notice sets out the ground on which the RoC proposes to strike off the company and invites representations within 30 days from the date of the notice. This is the most important window. If the company responds with adequate documents, the process stops here. The company’s status on the MCA portal remains “Active” during this window.

Stage 2: Form STK-5 and STK-5A (public notice)

If no satisfactory response is received within 30 days of STK-1, the RoC publishes a public notice in Form STK-5 on the MCA portal and in the Official Gazette, and in Form STK-5A in an English newspaper and one vernacular newspaper circulating in the district where the company’s registered office is located. The notice invites objections from any person, including the company, its directors, creditors, or members, within a further 30 days. At this stage, the MCA portal status typically changes from “Active” to “Under the process of striking off.” The RoC simultaneously informs Income Tax authorities, GST authorities, and other regulators.

Stage 3: Regulatory authority objections window

During the STK-5 window, any of the notified regulatory authorities, including the Income Tax department or the GST authorities, can object to the proposed strike-off. If the company has pending tax assessments, open GST demands, or unresolved disputes, those authorities may file objections. The presence of such objections can delay or halt the strike-off, but it does not restore the company to good standing; it only pauses the dissolution.

Stage 4: Company’s right to object at STK-5 stage

A common point of confusion: can a company respond to STK-5 even if it did not respond to STK-1? Yes. The language of STK-5 invites representations from “any person objecting,” and courts have consistently held that this includes the company itself. If a company missed the STK-1 window, the STK-5 publication gives a second opportunity to bring evidence of active business on record. However, the practical quality of the STK-5 response matters: at this stage, the RoC has already decided to proceed and will require stronger evidence to reverse course.

Stage 5: Form STK-7 (dissolution order)

If no valid objection is received or the RoC is not satisfied by the representations, it publishes Form STK-7 in the Official Gazette. From the date of publication of STK-7, the company is officially struck off. It ceases to exist as a legal entity. From this point, the only legal remedy is a petition to the NCLT under Section 252 of the Companies Act.

A note on C-PACE and voluntary strike-off processing timelines

Since 01 May 2023, the Ministry of Corporate Affairs has routed all voluntary strike-off applications (Form STK-2) through the Centre for Processing Accelerated Corporate Exit (C-PACE), established via MCA Notification No. S.O. 1269(E) dated 17 March 2023. C-PACE centralised what was previously a fragmented process handled by 25+ jurisdictional RoC offices. The effect has been a dramatic speed improvement: voluntary strike-off applications that previously took over two years to process now complete in under two months on average. Between May 2023 and July 2025, C-PACE processed 38,658 voluntary company strike-offs. C-PACE also began handling LLP strike-offs from August 2024.

C-PACE is relevant to involuntary proceedings in one important way: if a founder who received a STK-1 decides that voluntary closure is the right response (rather than revival), the STK-2 application now moves fast. All communications go through the MCA portal; the old practice of physically visiting jurisdictional RoC offices is no longer required.

Stage summary

Form	Stage	Company portal status	What the company can do
STK-1	Notice to company and directors	Active	File representation within 30 days to the RoC
STK-5 / STK-5A	Public notice in Gazette and newspapers	Under process of striking off	File representation within 30 days; regulators can also object
STK-7	Dissolution order in Official Gazette	Strike Off	File NCLT petition under Section 252 within 3 to 20 years

What actually happens when a company is struck off?

Understanding the consequences shapes how urgently you should act. Strike-off does several things simultaneously.

Cessation of legal existence. From the date of STK-7, the company no longer exists as a legal entity. It cannot enter contracts, file returns, sign documents, operate bank accounts, or hold assets in its name. Any contracts entered post-strike-off are void. Any actions taken in the company’s name by its directors expose those directors to personal liability.

Bank account freeze. Banks receive intimation from the RoC and freeze the company’s accounts upon receiving notice of the strike-off. Funds sitting in those accounts become inaccessible until the company is restored. Founders who have operational accounts under a struck-off company and delay action often find themselves unable to move even legitimate business receipts.

Asset vesting with the Central Government. Section 250(2) of the Companies Act provides that any property or rights vested in or held on trust by a company at the time of striking off vest with the Central Government. This includes immovable property, intellectual property held in the company’s name, and shareholdings in subsidiaries. The practical implication: if the company held valuable assets (a trademark, a domain, land, or shares in a wholly owned subsidiary) and gets struck off, those assets technically pass to the Government pending restoration.

Liability does not disappear. Section 248(7) explicitly preserves the liability of every officer and director of the company. Creditors can still pursue recovery. Pending tax assessments, GST liabilities, and labour dues remain enforceable against the company and its directors personally.

GST registration stands cancelled. The GST department typically cancels the GSTIN on intimation. If the company was collecting GST or had credits in its electronic credit ledger, those get blocked.

Director disqualification: the problem that moves faster than the strike-off

The strike-off process is slow enough that some founders think they have time to respond. Director disqualification under Section 164(2) of the Companies Act, 2013 does not wait.

Section 164(2)(a) disqualifies a director for five years if the company has not filed its financial statements (Form AOC-4) or annual returns (Form MGT-7) for any continuous period of three financial years. The disqualification is automatic, with no court order required and no prior notice to the director. The DIN (Director Identification Number) is deactivated by the MCA.

A disqualified director cannot be appointed or re-appointed as a director in any company for five years from the date the default was first incurred. Critically, under Section 167, the disqualification creates a vacancy in every company where the director holds a board seat, not just the defaulting company. A director who is managing three companies loses the directorship in all three if one of them triggers Section 164(2).

In September 2017, the MCA deactivated the DINs of 3,09,614 directors overnight when 2.4 lakh companies were simultaneously struck off for non-filing. Directors of healthy, operational companies who also happened to sit on the board of a non-filing entity lost all their directorships without warning. That risk exists today for any director who has failed to file AOC-4 and MGT-7 for three consecutive years.

The calculation matters: if a company has not filed for FY 2021-22, 2022-23, and 2023-24, the three-year threshold has already been crossed and disqualification may already have occurred. Checking DIN status on the MCA portal (under “Check DIN Status”) before taking any other action is the first thing to do on receiving a STK-1.

How to respond to a STK-1 notice: the 30-day window

If the company received Form STK-1 and is still within the 30-day response window (or has seen the STK-5 public notice), this is what needs to be done.

Step 1: Determine the company’s actual position. Is the company genuinely inactive, or has it been carrying on business but failing to file? These are two different situations requiring different responses. If the company was trading, receiving revenue, paying employees, or holding assets during the period cited by the RoC, you have grounds to challenge the notice. Gather bank statements, GST returns, contracts, and any document evidencing business activity during the relevant financial years.

Step 2: File all pending annual returns and financial statements, and check whether CCFS 2026 applies. This is non-negotiable. The RoC’s primary grievance is non-filing. Filing all pending MGT-7 and AOC-4 forms before or simultaneously with the representation is the strongest possible response. The late fee under Section 403 accrues at ₹100 per day per form with no ceiling. A company that missed both MGT-7 and AOC-4 for three years (approximately 1,095 days each) faces cumulative additional fees of roughly ₹2,19,000 across both forms, before normal filing fees.

As of the date of this article, the Companies Compliance Facilitation Scheme 2026 (CCFS 2026), notified by the MCA via General Circular No. 01/2026 dated 24 February 2026, is active from 15 April 2026 to 15 July 2026. The scheme allows defaulting companies to pay only 10% of accumulated additional fees on MGT-7 and AOC-4 filings, granting a 90% waiver on the Section 403 penalty. Using the example above, a ₹2,19,000 late fee liability reduces to approximately ₹21,900 under the scheme. Immunity from penalty proceedings under Sections 92 and 137 is automatic for filings made under CCFS 2026, with no separate application needed.

There is one critical eligibility condition: CCFS 2026 excludes companies against which a final strike-off notice under Section 248 has already been initiated. The scheme’s language “final notice” is interpreted as referring to the STK-7 stage, not the STK-1 stage. A company that has received STK-1 but not yet STK-7 is generally still eligible to use CCFS 2026 to clear its backlog at reduced cost. Companies already at or past STK-7 are excluded. Confirm eligibility with a Company Secretary before filing under the scheme. After 15 July 2026, normal Section 403 penalty rates apply in full, and the MCA has signalled that enforcement intensity will increase after the scheme closes.

Step 3: Draft and submit a written representation to the RoC, and invoke Circular 16/2016 if litigation is pending. The representation must be submitted to the relevant RoC office (the RoC having jurisdiction over the company’s registered office) within 30 days of the STK-1 notice. The representation should:

• Acknowledge receipt of the STK-1 notice and cite the relevant reference number.
• State clearly that the company is carrying on business or provides an explanation for the period of apparent inactivity.
• Attach proof of business activity: bank statements showing transactions, GST returns filed, contracts with clients or vendors, employee records, or any regulatory filings.
• Confirm that all pending annual returns and financial statements have been filed or are being filed simultaneously.
• Request the RoC to withdraw the proposed strike-off action.

One additional ground that almost no generic guide covers: if the company is party to any pending litigation before a court or tribunal, either as plaintiff or defendant, the RoC is barred from proceeding under Section 248. MCA Circular No. 16 dated 26 December 2016 explicitly provides that Section 248 shall not be invoked against companies with pending prosecutions, applications for compounding of offences, or litigation under the order of a competent court. NCLT Ahmedabad has enforced this position in at least one reported case where a company was wrongly struck off during an active IBC moratorium under Section 14. If the company or its directors are involved in any live legal proceeding, citing Circular 16/2016 in the representation is a direct, non-discretionary bar on the RoC proceeding further. Attach a copy of the court order, cause title, or case number to the representation.

Step 4: Attach supporting documents. The document package must include the certificate of incorporation, MOA and AOA, acknowledgement receipts of pending filings, bank statements for the relevant period, board resolution authorising the representation, and any specific evidence contradicting the ground cited in the STK-1.

Step 5: Monitor the MCA portal. After submitting the representation, check the company’s status on the MCA portal. If the RoC is satisfied, the status reverts to “Active” and no further action is needed. If the RoC proceeds to STK-5 despite the representation, escalate immediately.

Related reading: If you are dealing with a backlog of annual returns or need to understand what filings are outstanding before responding to the RoC, our guide to MCA annual filing compliance covers Form AOC-4 and MGT-7 requirements in detail.

When is NCLT the only option? Section 252 and the restoration petition

Once Form STK-7 has been published and the company is officially struck off, the RoC cannot reverse its own order. Filing pending returns after STK-7 will not restore the company. The only legal remedy is a petition before the NCLT under Section 252 of the Companies Act, 2013.

Section 252 provides two tracks.

Track 1: Company, members, creditors, or workmen (Section 252(3)). Any person aggrieved by the strike-off can file a petition before the NCLT within 20 years from the date of publication of the notice of striking off in the Official Gazette. The 20-year window sounds generous, but it is not a reason to delay. Each year of delay adds another year of penalty arrears (typically around ₹20,000 per financial year as imposed by NCLT in practice, based on reported orders) and makes the evidence of business activity harder to gather.

Track 2: RoC applying for restoration (Section 252(1)). If the RoC itself believes the company was struck off inadvertently or based on incorrect information, it can apply to the NCLT for restoration within 3 years from the date of the order.

For most founders, Track 1 is the relevant route. Here is how it works.

Step-by-step NCLT petition process

Step 1: Confirm jurisdiction. The petition must be filed at the NCLT bench with territorial jurisdiction over the company’s registered office. NCLT has 11 benches across India: Principal Bench at New Delhi, and benches at Ahmedabad, Allahabad, Bengaluru, Chandigarh, Chennai, Guwahati, Hyderabad, Kolkata, and Mumbai.

Step 2: File all pending statutory documents with the MCA. Before or simultaneously with filing the NCLT petition, all pending AOC-4 and MGT-7 forms must be filed for every defaulting year. NCLT will not grant a restoration order if the company has not made its compliance position whole. The RoC will object to restoration if returns remain unfiled.

Step 3: Draft and file the petition in Form NCLT-9. The petition (Form NCLT-9) must be supported by an affidavit verifying the contents (Form NCLT-6) and a memorandum of appearance or board resolution authorising representation. The petition must establish:

• That the company was struck off under Section 248.
• That the petitioner is an aggrieved party (director, member, creditor, or workman).
• That the company was carrying on business at the time of striking off or that it is just and equitable to restore it.
• Evidence of active business operations during the period in question: ITR filings, GST returns, bank statements, client contracts, or other contemporaneous documents.

Step 4: Serve notice on the RoC. A copy of the petition and supporting documents must be served on the RoC (the respondent) at least 14 days before the date fixed for the first hearing. Service is usually by registered post to the relevant RoC office.

Step 5: Attend hearings. The NCLT will list the matter for hearing, where both the petitioner and the RoC present their positions. The RoC may raise objections: pending tax demands, ongoing investigations, or evidence that the company was not actually carrying on business. The petitioner must be prepared to respond to these objections with documents.

Step 6: NCLT order and compliance directions. If satisfied, the NCLT passes a restoration order. The order typically comes with conditions: filing all pending returns within a specified period, paying the prescribed costs, and publishing the order in the Official Gazette. NCLT orders have imposed costs of ₹20,000 per financial year in several reported cases, making delay expensive.

Step 7: File the certified copy of the NCLT order with the RoC in Form INC-28. This must be done within 30 days of the date of the order. The INC-28 filing triggers the RoC to publish the restoration in the Official Gazette under the company’s name and seal. Only after this publication does the company’s MCA status revert to “Active.”

Step 8: Post-restoration compliance. Once restored, the company must file all outstanding returns, pay all dues, and regularise its compliance position within the timeframe directed by the NCLT. Directors whose DINs were deactivated under Section 164(2) need to separately address DIN reactivation.

Document checklist for NCLT petition

Document	Notes
Certified copy of STK-7 (strike-off order)	Obtainable from the RoC office or MCA portal
Certificate of Incorporation	CIN, company name, date of incorporation
MOA and AOA	Current versions
Board resolution authorising the petition	Signed by at least one director
Affidavit verifying petition (Form NCLT-6)	Notarised
Evidence of business activity	Bank statements, GST returns, ITRs, contracts, invoices
Acknowledgement of all pending filings	Receipt of AOC-4 and MGT-7 filed for defaulting years
DIN details of all directors	Including disqualification status if applicable
NCLT court fee	Varies by paid-up share capital (₹5,000 to ₹25,000)

Realistic timeline and costs

Item	Range
NCLT filing fee	₹5,000 to ₹25,000 (based on paid-up capital)
Late MCA filing fees (multiple years)	₹5,000 to ₹30,000+ depending on number of years and form type
Professional fees (CS and CA)	₹50,000 to ₹5,00,000+ depending on complexity and bench
NCLT-imposed costs	₹20,000 per financial year of default (as seen in reported orders)
Total duration from petition to gazette publication	4 to 9 months depending on the NCLT bench’s workload

Can voluntary strike-off companies be restored?

No. This is a point that trips up many founders. If the company applied for voluntary strike-off under Section 248(2) using Form STK-2, and the RoC approved that application and published the dissolution in the Gazette, restoration under Section 252 is not available. Section 252 applies only to companies struck off under Section 248(1), that is, companies struck off by the RoC suo moto without the company’s application. Voluntary strike-off is an irreversible act initiated by the company. If the company was struck off involuntarily and you believe it should not have been, Section 252 is the right remedy. If the company applied to close itself and then changed its mind after the order, incorporation of a new company is the only path forward.

CCFS 2026: the MCA amnesty scheme and its interaction with strike-off proceedings

The Companies Compliance Facilitation Scheme 2026 (CCFS 2026), notified via MCA General Circular No. 01/2026 dated 24 February 2026, is the most significant compliance relief measure since the COVID-era CFSS 2020. It is active from 15 April 2026 to 15 July 2026. For any founder dealing with a compliance backlog that triggered or contributed to a RoC strike-off notice, understanding the scheme’s scope and limits is essential.

What CCFS 2026 offers

The scheme has three pathways:

• Regularise pending filings (MGT-7, AOC-4, and other eligible annual forms): pay normal government filing fees in full plus only 10% of the accumulated Section 403 additional fees. Immunity from adjudication penalty under Sections 92 and 137 is automatic where filings are made before an adjudication order is passed, or within 30 days of receiving an adjudication notice.
• Apply for dormant status (Form MSC-1 under Section 455): pay 50% of the normal fee.
• Apply for voluntary strike-off (Form STK-2 under Section 248(2)): pay 25% of the normal filing fee under the Companies (Removal of Names) Rules, 2016.

No separate immunity application is required. The MCA V3 portal applies the reduced fee structure automatically when eligible forms are submitted. The scheme covers defaults going back to the Companies Act, 1956 era, meaning even very old compliance backlogs can be regularised under a single reduced fee structure.

How CCFS 2026 interacts with the five-stage strike-off process

Stage	CCFS 2026 eligibility	What to do
STK-1 received, within 30-day window	Eligible	Use CCFS 2026 to file pending MGT-7/AOC-4 at 10% late fee, then submit representation
STK-5 published, within 30-day objection window	Likely eligible (no final order yet)	Confirm with CS; file under CCFS 2026 simultaneously with STK-5 representation
STK-7 published (company struck off)	Not eligible	Standard MCA late fees apply when filing for NCLT restoration; CCFS 2026 is excluded

The exclusion applies to companies “against which a final strike-off notice under Section 248 has been initiated.” Based on the scheme’s language and practice, this means STK-7 publication, not STK-1 issuance. Companies at the STK-1 or STK-5 stage should act before 15 July 2026 to secure the 90% waiver.

Who cannot use CCFS 2026

The following are explicitly excluded: companies against which a final strike-off notice (STK-7) has been published; companies that already filed a voluntary strike-off application (STK-2) before the scheme commenced; companies that applied for dormant status before 15 April 2026; companies dissolved pursuant to a merger or amalgamation; and vanishing companies identified by MCA authorities. LLPs are also not covered.

Common mistakes that cost founders time and money

1. Treating STK-1 as a low-priority administrative letter. The 30-day response window under STK-1 is the cheapest and fastest remedy. A well-drafted representation with supporting documents, filed before the deadline, stops the process at zero tribunal cost. Founders who set this letter aside and respond two months later find the company already at STK-5 or STK-7 stage, at which point the cost and effort is orders of magnitude higher.

2. Filing returns without submitting a written representation. Filing pending AOC-4 and MGT-7 forms is necessary but not sufficient. The RoC needs a formal written representation stating that the defaults have been cured and requesting withdrawal of the proposed action. Several founders have filed all returns and assumed the matter is closed, only to see the company proceed to STK-7 because no representation was placed on record.

3. Ignoring the director disqualification clock. If the company has been non-filing for three or more years, the director disqualification under Section 164(2) may already have been triggered before the STK-1 arrived. A disqualified director cannot sign the representation, cannot file forms on the MCA portal, and cannot be named in NCLT documents as an authorised representative. Checking DIN status and addressing disqualification is a prerequisite to any further action.

4. Waiting for an NCLT hearing date before preparing documents. NCLT restoration hearings require a substantial evidence brief: years of bank statements, ITR acknowledgements, GST filings, and contracts, all organised by financial year. Founders who wait until after the first hearing to gather documents find themselves asking for repeated adjournments, which extends the timeline and, in some benches, attracts adverse observations from the tribunal.

5. Assuming NCLT will restore the company without conditions. NCLT restoration orders consistently come with compliance conditions: file all returns within 90 days, pay late fees, bear costs. A founder who treats NCLT restoration as the end of the process (rather than the beginning of a post-restoration compliance sprint) often finds the company in fresh default within 12 months of restoration.

6. Missing the CCFS 2026 window while sitting on a pending STK-1. If the company is at the STK-1 or STK-5 stage and the CCFS 2026 window (15 April to 15 July 2026) is still open, not using it is a direct financial error. The 90% waiver on accumulated Section 403 late fees is a one-time opportunity. Once the window closes, normal rates apply in full, and the MCA has explicitly flagged intensified enforcement post-July 2026. Companies that could have cleared a ₹3 lakh penalty backlog for ₹30,000 and then submitted a clean representation to stop the strike-off entirely, but waited past the window, have no recourse.

Treelife practitioner note

In the MCA compliance and NCLT restoration engagements we handle at Treelife, the single most common pattern is a founder who received the STK-1, spent two weeks trying to understand what it meant, and then came to us with seven days left in the 30-day window. That is enough time to fix it cleanly, but barely. With four days left, it gets difficult. With zero days left, we are filing a NCLT petition.

The practical nuance most generic guides miss is the quality of the evidence brief. NCLT benches in Mumbai and Delhi, where we file most petitions, are increasingly scrutinous about whether the company was “actually carrying on business” versus merely having bank transactions. A company with a single annual bank transaction is not carrying on business in the tribunal’s view. A company with regular client invoices, GST filings, payroll transactions, and a verifiable registered office address will be restored without significant objection from the RoC.

The second thing founders consistently underestimate is the post-restoration compliance burden. The NCLT order restores the name but gives the company a fixed window (typically 90 days) to file all pending statutory documents and pay all outstanding dues. If that window is missed, the company is technically non-compliant again the moment it comes back to life. We always run a parallel filing programme from the date of the petition, so that by the time the order arrives, the filings are ready to go.

One more thing worth flagging: if the company had any FEMA exposure (foreign investment received, ODI made, or an ESOP pool with NRI holders), the assets vesting with the Central Government under Section 250 during the strike-off period can create complications with RBI reporting timelines. Those need to be unwound as part of the restoration programme and are often missed entirely.

Illustrative case study

Situation: An early-stage SaaS founder in Bengaluru incorporated a private limited company in 2019 and ran it for two years before pivoting the product and effectively pausing the entity. The company received a STK-1 in March 2025. The directors had not filed AOC-4 and MGT-7 for FY 2021-22, 2022-23, and 2023-24.

Challenge: Three years of non-filing meant the DIN of both directors was potentially disqualified under Section 164(2). The company had active bank accounts, pending vendor invoices of approximately ₹8 lakhs, and a trademark registered in its name. The founders wanted to resume operations under the same entity.

What Treelife did: Checked DIN status on the MCA portal and confirmed that disqualification had been triggered. Filed all three years of pending AOC-4 and MGT-7 returns within 10 days. Submitted a formal representation to the RoC with bank statements, GST filings, and a chronological business activity summary. Simultaneously initiated the DIN reactivation process.

Outcome: The RoC accepted the representation and did not proceed to STK-5. The company’s status remained Active. The founders avoided an NCLT petition entirely. Total elapsed time: 18 days. Total cost (professional fees plus late MCA fees): approximately ₹85,000. The equivalent NCLT process would have taken 6 to 8 months and cost three to four times as much.

FAQs on RoC Strike Off Notice

Q: What is CCFS 2026 and does it apply to a company that has received a STK-1 notice?
A: The Companies Compliance Facilitation Scheme 2026 (MCA General Circular No. 01/2026 dated 24 February 2026) is active from 15 April to 15 July 2026. It allows defaulting companies to file pending MGT-7 and AOC-4 by paying only 10% of accumulated Section 403 additional fees, a 90% waiver. Companies at the STK-1 stage (notice received, not yet struck off) are generally eligible. Companies where STK-7 has already been published are excluded. Act before 15 July 2026 to use the scheme.

Q: What happens to pending court cases or arbitration proceedings if the company is struck off?
A: Under MCA Circular No. 16 dated 26 December 2016, the RoC cannot invoke Section 248 against a company with a pending prosecution, compounding application, or litigation before a court. If this protection was not invoked at the STK-1 or STK-5 stage and the company was wrongly struck off while litigation was pending, it is a strong ground for NCLT restoration under Section 252. The NCLT Ahmedabad has upheld this principle in cases where strike-off occurred during an IBC moratorium.

Q: What is C-PACE and does it affect how the RoC processes strike-off notices?
A: C-PACE (Centre for Processing Accelerated Corporate Exit), established via MCA Notification No. S.O. 1269(E) dated 17 March 2023 and operational from 01 May 2023, centralised the processing of voluntary strike-off applications (Form STK-2). Before C-PACE, voluntary strike-off took over two years; the average is now under two months. C-PACE does not process involuntary strike-off proceedings (Section 248(1)), which remain with the jurisdictional RoC. Its relevance to a founder receiving a STK-1 is that if voluntary closure is the right call, the STK-2 route is now materially faster than older sources suggest.

Q: What is Form STK-1 and does receiving it mean the company is already struck off?
A: STK-1 is a notice of proposed strike-off under Section 248(1) of the Companies Act, 2013. It is a proposal, not a final order. The company still exists as an Active entity and can stop the process by filing a written representation with supporting documents within 30 days of receiving the notice.

Q: What is the difference between STK-1, STK-5, and STK-7?
A: STK-1 is the initial notice to the company and directors with a 30-day response window. STK-5 is the public notice published in the Official Gazette and newspapers after no satisfactory response to STK-1, with a further 30-day objection window. STK-7 is the final dissolution order published in the Official Gazette after which the company ceases to exist.

Q: Can the company respond to STK-5 even if it missed the STK-1 window?
A: Yes. Courts have interpreted the STK-5 objection window as available to the company itself, not just third parties. The response must be stronger at this stage since the RoC has already moved to the public notice stage.

Q: What is the timeline for filing an NCLT restoration petition?
A: Under Section 252(3), the company, members, creditors, or workmen can file a petition within 20 years from the date of the Official Gazette notice under STK-7. The RoC can apply within 3 years if the strike-off was inadvertent. Despite the 20-year window, delay is expensive because costs and compliance arrears accumulate.

Q: How long does the NCLT restoration process typically take?
A: From the date of filing Form NCLT-9 to the date the company’s name is restored in the Official Gazette, 4 to 9 months is the typical range, depending on the NCLT bench’s current workload, the number of hearings required, and how quickly the RoC files its reply.

Q: Can a director who is disqualified under Section 164(2) sign the NCLT petition?
A: No. A disqualified director cannot sign board resolutions or act on behalf of the company. Addressing DIN disqualification is a prerequisite. Legal counsel typically handles this through the restoration petition itself, seeking NCLT directions for DIN reactivation as part of the order.

Q: What happens to the company’s assets when it is struck off?
A: Under Section 250(2) of the Companies Act, 2013, any property or rights held by or vested in the company at the time of striking off vest with the Central Government. This includes immovable property, trademarks, bank balances, and shareholdings in subsidiaries. Upon restoration, the NCLT order reverses this vesting.

Q: Can a company struck off due to FEMA violations or fraud be restored by NCLT?
A: Restoration under Section 252 requires the petitioner to demonstrate either that the company was carrying on business when struck off, or that it is just and equitable to restore it. If the strike-off was linked to a fraud or SFIO investigation, the NCLT will exercise far greater scrutiny and may decline restoration pending the investigation outcome. This is not a clean reversal scenario.

Q: What is the difference between involuntary strike-off (Section 248(1)) and voluntary strike-off (Section 248(2))?
A: Involuntary strike-off under Section 248(1) is initiated by the RoC when a company is inactive or non-compliant. This can be reversed by an NCLT petition under Section 252. Voluntary strike-off under Section 248(2) is applied for by the company itself with 75% shareholder consent, and once approved cannot be reversed through Section 252. Voluntary strike-off is an irreversible closure.

Q: What if the company received GST demands or has pending Income Tax assessments? Does the RoC still proceed with strike-off?
A: Regulatory authorities, including the Income Tax department and GST authorities, are notified during the STK-5 stage and can file objections. If they do, the RoC typically stays the strike-off until the regulatory matter is resolved. However, this does not restore Active status; it only pauses the process. The company must resolve the regulatory demands before restoration can proceed.

Q: What documents prove that a company was “carrying on business” for the NCLT?
A: The strongest evidence package includes ITR acknowledgements for the relevant years, GST return filings, bank statements with regular customer or vendor transactions, contracts executed in the period, employee payroll records, and any regulatory licences active during that time. A single annual transaction in a bank account is generally not sufficient.

Q: Can a company apply for dormant status under Section 455 to avoid strike-off?
A: Yes. Section 455 allows a company with no significant accounting transactions to apply for dormant status. A dormant company is exempt from certain compliance obligations. This must be applied for before the company becomes liable to strike-off. If a company is already in the STK-1 or STK-5 process, applying for dormant status at that stage may not stop the proceedings.

Q: Does a strike-off affect the personal liability of founders or directors for company dues?
A: Section 248(7) explicitly preserves the liability of every officer and member of a struck-off company. Directors and officers remain personally liable for any obligation that arose before the company was struck off. The company’s dissolution does not extinguish creditor claims.

Q: Is the revival process different for an LLP compared to a company?
A: Section 164(2) disqualification applies only to companies incorporated under the Companies Act, 2013. LLPs are governed by the Limited Liability Partnership Act, 2008 and follow a separate strike-off and revival framework. The NCLT petition route under Section 252 applies to companies only.

Regulatory references:

• Section 10A, Companies Act, 2013 (Declaration for commencement of business; ground for strike-off under Section 248(1)(d))
• Section 248(1) and Section 248(2), Companies Act, 2013 (Grounds and procedure for strike-off)
• Section 248(7), Companies Act, 2013 (Preservation of liability post-strike-off)
• Section 249, Companies Act, 2013 (Restrictions on filing voluntary strike-off application)
• Section 250, Companies Act, 2013 (Effect of company’s name being struck off)
• Section 252(1) and Section 252(3), Companies Act, 2013 (Restoration of company name by appeal to NCLT)
• Section 403, Companies Act, 2013 (Late fee for delayed filing; ₹100 per day per form with no ceiling)
• Section 455, Companies Act, 2013 (Dormant company status)
• Section 460, Companies Act, 2013 (Condonation of delay; enabling provision for CCFS 2026)
• Section 164(2)(a), Companies Act, 2013 (Automatic director disqualification for non-filing)
• Section 167, Companies Act, 2013 (Vacation of office on disqualification)
• Rule 3, Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 (Procedure for involuntary strike-off)
• Rule 87A, National Company Law Tribunal (Amendment) Rules, 2017 (Procedure for restoration petition)
• MCA Notification No. S.O. 1269(E) dated 17 March 2023 (Establishment of C-PACE)
• MCA General Circular No. 01/2026 dated 24 February 2026 (Companies Compliance Facilitation Scheme 2026)
• MCA Circular No. 16 dated 26 December 2016 (Bar on invoking Section 248 against companies with pending litigation)
• Form STK-1, STK-5, STK-5A, STK-7 (MCA prescribed forms for the strike-off process)
• Form INC-20A (Declaration for commencement of business under Section 10A)
• Form NCLT-9 (Petition for company restoration)
• Form INC-28 (Filing certified copy of NCLT order with the RoC)

External sources:

• Ministry of Corporate Affairs
• National Company Law Tribunal
• Income Tax India
• GST Council / CBIC