Removal of Name of Company from Register of Companies - Introduction

Nowadays, the process of Incorporation of Company has been eased out. However, on the other hand, with an increase in the number of compliances and regulations with heavy penalties for delay, Companies look for options for the exit from the business. Keeping the situations of Companies in mind, the Government has provided specific exit routes for the closure of the Companies. The closure of Companies can be done with the fulfillment of specific documentation and conditions as prescribed by the rules and regulations. Under Companies Act, 2013, the provisions relating to the Power of Registrar for Removal of Name of Company from Register of Companies are provided under Section 248 of the Act.

Removal of Names of Companies by the Registrar of Companies (Roc) from the Register of companies maintained by RoC Section 248 to 252 of the Companies Act, 2013 (the Act) read with the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 deals with removal of names of the Companies from the Register of Companies.

The same has been notified with effect from 26^th December 2016.

Similar provisions were under Section 560 of the Companies Act, 1956 and the procedure for strike off the name of the Company was more or less the same. Now powers are widely used by RoC to weed out companies which are non- compliant and not doing any business.

As on date, there are three ways to close a company.

The owner can sell the company.
Can close down the company by declaring the company ‘Defunct'(Striking of the company).
Winding up or dissolving the company.

There is difference between above methods, but in this article we will discuss about striking of company.
Striking off of company simply means closing of a defunct company, in fast way. It is simplest way to close a company. Any company that wants to strike off its name from the registrar of the company can declare itself defunct by applying Form FTE (Fast Track Exit mode) and then the company can be shut down by the registrar of the company.On certain condition, a company name could be removed from the MCA database or even struck-off by the Companies Registrar. Let us take a quick glance at the procedure for striking or removal of company name from MCA database.

The companies are governed by the companies Act, 2013 and its section 248 governs the striking off of company.

Registrar of companies (RoC) strike off

Removal of Names of Companies by the Registrar of Companies (Roc) from the Register of companies maintained by RoC Section 248 to 252 of the Companies Act, 2013

S. No.	Sections	Purpose
1.	Section 248	Power of Registrar to remove the name of Companies from the Register of companies maintained by RoC
2.	Section 249	Restrictions on making application under section 248 in certain situations
3.	Section 250	Effect of the company notified as dissolved
4.	Section 251	Fraudulent Application for removal of name
5.	Section 252	Appeal to Tribunal

Meaning of ‘Defunct Company’

The expression “defunct company”, means a company which is not operating or functioning; not carrying on any business or in operation. Generally it is evident from the latest available balance sheet of a company. Again, if a company is not filing its balance sheet for many years then also the concerned Registrar of Companies (ROC) has reasonable cause to believe that the company is not in operation.

A company which is in the course of being wound-up voluntarily is still in operation within the meaning of the section. A company, although not carrying on business, may be in operation. A company, if it is operating as a company, for doing something in relation to its past obligations or to avoid future pecuniary liability, it will be deemed to be in operation. Such companies cannot be dissolved by following the procedure mentioned in Sec. 248 of the Act.

Important Provisions of Law on Striking Off

Power of ROC to strike off
Position of company’s creditors
Court’s power to wind up a company even after it is dissolved u/s. 248
Restoration of company within 20 years

(i). Power of Registrar to Strike off Names of Defunct Companies

Registrar of Companies has been empowered to strike off names of those companies who are not carrying on any business or are not in operation after following the prescribed procedure given in the section. Once satisfied, the ROC shall strike the name of the company off the Register, and shall publish notice thereof in the Official Gazette and the company stands dissolved. The Registrar is not bound to remove a company from the register, even though an application has been made for the purpose, and it has come to his notice that the company is not functioning or that its members have been reduced to less than seven. Where the object of the application to the Registrar under this section is to avoid liability on a suit pending against the company, the application must be rejected.

Under two circumstances ROC has been empowered to strike off the names of companies under liquidation.

Firstly, where a company is being wound up and the ROC has reasonable cause to believe that no liquidator is acting.
Secondly, if he finds that the affairs of the company have been completely wound up, and the required returns are not forthcoming from the liquidator appointed for a period of six consecutive months.

In these two circumstances as mentioned above, the ROC has to send a notice by registered post about striking off its name from the Register to the company, if no liquidator is acting and to the liquidator, if the required returns are not forthcoming from him.

(ii). Position of Company’s Creditors after Striking Off

The striking off the name of a company does not materially affect the creditors of the company, because such creditors may-

enforce their claims against every director, secretaries and treasurers, manager or any other officer of the company and against every member of the company as if the name of the company had not been struck off; the liability being limited to the one existing prior to the dissolution of the company. The liability is not enhanced such as making them personally liable when they were not so liable before; or
apply to the court for the winding-up of the company whose name has been struck off; or
apply to the court, at any time within 20 years from the date of publication of the notice intimating that the name of the company has been struck off, for the restoration of the name of the company to the Register of Companies and on such application being made, court may order the name of the company to be restored to the register.

(iii). Court’s Power to Wind up the Company even after Dissolution

Normal course for winding up of a dissolved company would have been that the company’s name be first restored and then the winding up order by the court is made. Court can order winding up of a company, even without the company being first restored.

(iv). Restoration of Company within 20 Years

A company dissolved can be restored on the Register of Companies by a Court order and while restoring, the Court may, by the order, give such directions and make such provisions as seen just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off.

An application for restoration can only be made by the company, member or creditor. It must be shown that at the date when the company was dissolved, the petitioner was a member or creditor thereof, and anyone, whether in ignorance of the dissolution or not, who purported to become a member or creditor afterwards, was not so qualified. One, who acquires shares or a debt of a company whose name has been struck off the register, and who at the time of acquisition has knowledge of that fact, is not a ‘person aggrieved’ within this sub-section.

A third party unless he is a creditor has no locus standi to apply. The expressions “member” or “creditor” includes the personal representatives of a deceased member or creditor.

When a suit is actually pending against a company and is being contested by it at the time of removal of its name from the register, it is proper to direct the restoration of the name of the company, particularly when the directors were aware of the fact of the contested litigation and were actually taking part in it.

Any defunct company desirous of getting its name strike off the Register under Section 248 of the Companies Act, 2013 shall make an application in the Form FTE, annexed electronically on the Ministry of Corporate Affairs portal namely www.mca.gov.in accompanied by filing fee of 10,000/-; being digitally signed by any of the director or Manager or Secretary, and certified by a Chartered Accountant in whole time practice or Company Secretary in whole time practice or Cost Accountant in whole time practice.

In case, the applicant name is not available in the database of directors maintained by the Ministry, the application shall be accompanied by certificate from a Chartered Accountant in whole time practice or Company Secretary in whole time practice or Cost Accountant in whole time practice along with their membership number, certifying that the applicants are present directors of the company. In such cases, the applicants shall not be asked to file Form 32 and Form DIN 3.

Any defunct company which has active status or identified as dormant by the Ministry of Corporate Affairs, may apply for getting its name strike off from the Register of Companies.

Any defunct company which is a Government Company shall submit ‘No Objection Certificate’ issued by the concerned Administrative Ministry or Department or State Government along with the application. The decision of the Registrar of Companies in respect of striking off the name of company shall be final.

The company shall disclose pending litigations if any, involving the company while applying under FTE (Fast Track Exit mode). Form FTE shall further be accompanied by an Indemnity Bond, duly notarized, and accompanied by an affidavit. In case of foreign nationals and NRIs, Indemnity Bond and Affidavit may be notarized as per their respective country’s law.

Striking-off of the Companies under Companies Act, 2013

Background

An alternative mechanism to the Winding up of a Company is striking off the Company.

Note: Section 8 company cannot get strike off voluntary.

The Companies Act facilitates two modes of strike-off

Strike off by the Registrar of Companies (Under Section 248(1) of Companies Act, 2013.
Strike off by a Company on its own accord under Section 248(2) of Companies Act, 2013.

The Removal of Name of Company from Register of Companies by

Grounds on which provision of Strike-off could be enacted (Section 248)

Where the company hasn’t commenced its business within one year of its Incorporation.
Where the company hasn’t been pursuing any business or activity for the preceding two financial years, for which it hasn’t sought the status of Dormant Company under section 455 of the Act.

Note: Dormant means inactive or inoperative, a Company is dormant where it has been registered under Companies Act for future project or to hold an assets or intellectual property but isn’t pursuing any significant accounting transactions.

Dormant Company under Section 455 of Companies Act 2013

According to section 455 of Companies Act, 2013 Dormant Company is an inactive company which has not been carrying any business or has not made any significant accounting transaction in the last two financial years.
Such company may make an application to the Registrar for obtaining the status of a dormant company.

Concurrently, the Registrar may also suo motu direct such a company for the status of a dormant company. The Registrar on consideration of the application allow the status of a dormant company to the applicant and issue a certificate in Form MSC-1&2 to that effect. The Registrar shall maintain a register of Dormant Companies under the portal maintained by the Ministry of Corporate Affairs. A company, once identified as dormant, will need to maintain only a minimum number of Directors and pay some annual fees as prescribed in the Companies (Registration Offices and Fees) Rules, 2014.Such companies could be restarted at a later stage, without actually going through the administrative process of closing down the existing company by making an application. The dormant companies can become active by, making an application.The Ministry had introduced Easy Exit Schemes, 2010 and 2011 for companies that were inactive on or after 1^st April, 2008. In July, Guidelines were issued for ‘Fast Track Exit Mode’ for simplified exit of defunct companies that have been inactive since their incorporation or for 1 year.If the Dormant Company fails to comply with the requirements of the Section 455 of the Companies Act, 2013 the Registrar shall have the power to strike off its name.

Conditions for Obtaining Status of Dormant Company

A company shall be eligible to apply for status of dormant company only, if-

No inspection, inquiry or investigation has been ordered or taken up or carried out against the company.
No prosecution has been initiated and pending against the company under any law.
The company is neither having any public deposits which are outstanding nor is the company in default in payment thereof or interest thereon.
The company is not having any outstanding loan, whether secured or unsecured. if there is any outstanding unsecured loan, the company may apply after obtaining concurrence of the lender and enclosing the same with Form MSC-1.
There is no dispute in the management or ownership of the company and a certificate in this regard is enclosed with Form MSC-1.
The company does not have any outstanding statutory taxes, dues, duties etc. payable to the Central Government or any State Government or local authorities etc.
The company has not defaulted in the payment of workmen’s dues.
The securities of the company are not listed on any stock exchange within or outside India.

Procedure for Obtaining Status of Dormant Company

A company may make an application in Form MSC-1 along with such fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 to the Registrar for obtaining the status of a Dormant Company in accordance with the provisions of section 455 after passing a special resolution to this effect in the general meeting of the company or after issuing a notice to all the shareholders of the company for this purpose and obtaining consent of at least 3/4^th shareholders (in value).
The Registrar shall, after considering the application filed in Form MSC-1, issue a certificate in Form MSC-2 allowing the status of a Dormant Company to the applicant.
The Register maintained under the portal maintained by the Ministry of Corporate Affairs on its web-site www.mca.gov.in or any other website notified by the Central Government shall be the register for dormant companies.
A dormant company shall have a minimum number of three directors in case of a public company, two directors in case of a private company and one director in case of a One Person Company. The provisions of the Act in relation to the rotation of auditors shall not apply on dormant companies.
A dormant company shall file a “Return of Dormant Company” annually, inter-alia, indicating financial position duly audited by a chartered accountant in practice in Form MSC- 3 along with such annual fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 within a period of 30 days from the end of each financial year:
The company shall continue to file the return or returns of allotment and change in directors in the manner and within the time specified in the Act, whenever the company allots any security to any person or there is any change in the directors of the company.
An application, for obtaining the status of an active company shall be made in Form MSC-4 along with fees as provided in the Companies (Registration Offices and Fees) Rules, 2014 and shall be accompanied by a return in Form MSC-3 in respect of the financial year in which the application for obtaining the status of an active company is being filed.
The Registrar shall initiate the process of striking off the name of the company if the company remains as a dormant company for a period of consecutive five years.
The Registrar shall, after considering the application filed issue a certificate in Form MSC-5 allowing the status of an active company to the applicant.
When a dormant company does or omits to do any act mentioned in the Grounds of application in Form MSC-1 submitted to Registrar for obtaining the status of dormant company, affecting its status of dormant company, the directors shall within 7 days from such event, file an application, for obtaining the status of an active company.
Where the Registrar has reasonable cause to believe that any company registered as ‘dormant company’ under his jurisdiction has been functioning in any manner, directly or indirectly, he may initiate the proceedings for enquiry under section 206 of the Act and if, after giving a reasonable opportunity of being heard to the company in this regard, it is found that the company has actually been functioning, the Registrar may remove the name of such company from register of dormant companies and treat it as an active company.

Forms	Purpose
Form MSC-1	Application for obtaining the status of a Dormant Company
Form MSC-2	Issue a certificate of a Dormant Company
Form MSC-3	Filing a “Return of Dormant Company” annually
Form MSC-4	Application for obtaining the status of an active company
Form MSC-5	Issue a certificate of an active company

Application Seeking Status of an Active Company

An application, under section 455, for obtaining the status of an active company shall be made in Form MSC-4 along with fees as provided in the Companies (Registration Offices and Fees) Rules, 2014 and shall be accompanied by a return in Form MSC-3 in respect of the financial year in which the application for obtaining the status of an active company is being filed.
The Registrar shall initiate the process of striking off the name of the company if the company remains as a dormant company for a period of consecutive five years.
The Registrar shall, after considering the application filed, issue a certificate in Form MSC-5 allowing the status of an active company to the applicant.
When a dormant company does or omits to do any act mentioned in the Grounds of application in Form MSC-1 submitted to Registrar for obtaining the status of dormant company, affecting its status of dormant company, the directors shall within seven days from such event, file an application, for obtaining the status of an active company.
When the Registrar has reasonable cause to believe that any company registered as ‘Dormant Company’ under his jurisdiction has been functioning in any manner, directly or indirectly, he may initiate the proceedings for enquiry under section 206 of the Act and if, after giving a reasonable opportunity of being heard to the company in this regard, it is found that the company has actually been functioning, the Registrar may remove the name of such company from register of dormant companies and treat it as an active company.

Meaning Of Strike Off Of a Company

Strike Off means removing the name of the Company by the Registrar of companies from the Register of Companies.
It is more like a Closure of the Company after repayment of all the liabilities, and the Company will not be in existence after being Struck Off and cannot perform any operation thereafter. Companies strike off, also known as dissolving a company.
Strike off of a company is a cost-effective method for closing down a company that is still solvent, without assets.
If any company that wants to strike off its name from the registrar of the company can declare itself defunct by filing application to the Registrar of Companies, then the company can be shut down by the registrar of the company after verification.

Various Forms

Forms	Particulars	Responsibility
STK-1	Notice from RoC for strike off	RoC
STK-2	Application for removal of name of the Company	Company
STK-3	Indemnity Bond	Directors
STK-4	Affidavit	Directors
STK-5	Publication of notice in case notice for strike off received from ROC	RoC
STK-6	Publication of notice in case of Voluntary strike off.	RoC
STK-7	Notice of striking off and dissolution of Company	RoC

Companies on whom Strike off under Section 248 is Not Applicable under Rule 4

Following categories of companies name under rule 4 shall not be removed by RoC:

Listed companies;
Companies that have been delisted due to non-compliance of listing regulations or listing agreement or any other statutory laws;
Vanishing companies; (Vanishing Company: A Company registered under the Act or previous Company law or any other law for the time being in force and listed with the stock exchange which has failed to file its returns with the RoC and stock exchange for a consecutive period of two years, and is not maintaining its registered office at the address notified with the RoC or stock exchange and none of its Directors are traceable.)
Companies where inspection or investigation is ordered and being carried out or actions on such order are yet to be taken up or were completed but prosecutions arising out of such inspection or investigation are pending in the Court;
Companies where notices have been issued by the Registrar or Inspector (under Section 234 of the Companies Act, 1956 (old Act) or section 206 or section 207 of the Act)and reply thereto is pending;
Companies against which any prosecution for an offence is pending in any court;
Companies whose application for compounding is pending before the competent authority for compounding of offences committed by the Company or any of its officers in default;
Companies which have accepted public deposits which are either outstanding or the company is in default in repayment of the same;
Companies having charges which are pending for satisfaction; and
Not-for-profit Companies registered under Section 8 of the Companies Act, 2013

Apart from the above mentioned companies, all other companies are eligible for the strike off if the criteria for the strike off are met.

Procedure Involved In Striking Off Names of Companies by Registrar

The Registrar’s satisfaction that the company is not carrying on business is to be based on the records available with him, particularly in respect of the companies which have not filed the prescribed returns/documents, e.g., annual return and balance-sheets for the past years. The name of a company can also be struck off by the ROC at the instance of the company under this section.

Striking off by Registrar on his own motion

Letter of enquiry:

Where the Registrar has reasonable cause to believe that a company is not carrying on business or in operation; he shall send to the company by post a letter inquiring whether the company is carryingon business or in operation. The company should be given one month time to reply.

Notice threatening striking-off:

If the Registrar does not within one month of sending the letter mentioned above receive any answer thereto, send to the company second letter referring to the first letter, and stating that –
– No answer to the first letter has been received; and
– If an answer is not received to the second letter within one month from the date thereof, a notice will be
published in the Official Gazette with a view to striking the name of the company off the register.This second letter should be sent within fourteen days after the expiry of one month after sending the first letter and it should be sent by registered post.

Final notice of removal:

If, in response to the second letter, the Registrar –
– Either receives an answer from the company to the effect that it is not carrying on business or in operation,or
– does not within one month after sending the second letter receive any answer, he may proceed to strike the company off the Register of Companies. This will be done by taking two steps:

(a) sending for publishing in the Official Gazette, a notice to the effect that, at the expiration of three months from the date of that notice, the name of the company mentioned therein will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved; and
(b) Sending to the company as well as to the income-tax authorities the above-mentioned notice by registered post. Similar procedure of publication of the notice in official Gazette shall be adopted by the Registrar in case of a company in liquidation, where the Registrar is satisfied that either no liquidator is acting or that the affairs of the company have been completely wound up and the returns required to be filed by the liquidator have not been filed for a period of six months. A copy of such notice shall also be forwarded to the company or the liquidator, as applicable, by registered post.

Notification and removal of the company:

At the expiry of three months from the date of the notice mentioned above, the Registrar may, unless cause to the contrary is previously shown by the company, strike its name off the register, and shall publish notice thereof in the Official Gazette. On the publication in the Official Gazette of this notice, the company shall stand dissolved.

Removal by the registrar

The MCA is December, 2016 brought to force Section 248 to 252 of the Companies Act, 2013 to lay the foundation for removal of company name from Register of Companies. As per Section 248 to 252, the Registrar of Companies has the following powers to remove name of company from the register of companies. The Companies Registrar can strike-off or remove a company name if he or she has a reasonable cause to think of:

An organization fails to start its business within a year of its incorporation

The memorandum subscribers have not reimbursed the subscription within 180-days from the company’s incorporation and a declaration regarding that effect has not been filed

The company is not carrying on any business or operations, as revealed after the physical verification after registered office of company is found by Registrar of Companies.

An organization has not yet been carrying on any operation or business for a time period of about two years immediately prior to the financial years without making an application for the getting the status of a dormant company

If such is the case, the Registrar can remove the name of the company from the register of companies by sending a notice to the company and all the directors of the company. The notice from ROC would present the ROC’s intention to remove the name of the company from the register of companies and request the company to send representations along with copies of the relevant documents, if any, within a period of thirty days from the date of the notice.

As far as the notice is concerned, the Registrar would request the organization and its directors for sending their representations together with the copies of relevant documents.While obtaining the notice, the organization by a special consent or resolution of 75% of shareholders based on paid-up share capital could file a reason for the purpose of removing the company name from MCA database. Once the application is received, the Registrar would cause a notice to be issued.

Hence, to sum up Strike off by ROC will be as follows:

The Registrar of Companies may issue a notice the Companies and its Directors in Form STK-1 (Removal of Names of Companies) if he/she holds a reasonable cause as specified above.
Such a Notice would inform the respective companies of the removal of its name from the record and request it to send its representatives with the requisite documents within 30 days of the issue of such notice.

Restriction on making Applications for Strike off

An application for striking-off the company’s name would not be made in the preceding three months if the company has:

The company changed its name or shifted its registered office from one State to another before three months of filing of Form STK-2;

The company disposed property or rights held by it, before three months of filing of Form STK-2. This provision is not applicable for trade wherein disposal of property for gain is in the normal course of trading or carrying on of business;

The company has made an application to the Tribunal for the sanctioning of a compromise or arrangement and the matter has not been finally concluded;

The company is being wound up voluntarily under Companies Act or under the Insolvency and Bankruptcy Code, 2016.

The company engaged in any other activity except the one which is provided in the MOA or expedient before three months of filing of Form STK-2.

If a company satisfies any of the above condition, form STK-2 cannot be filed.

Penalty of not adhering with the requirement mentioned under Companies Act, 2013

In case of Company: Where Company fails to abide by the requirement of Section 455 of Companies Act, 2013 and Companies (Miscellaneous) Rules, 2014 which states the provisions of filing of Annual return within 30 days from the end of financial year the ROC will strike off the name of such Company from register.
Also every officer in default and the company who does not comply with the provision and rules under Companies act, 2013 will be reprimanded under Section 450 of Companies Act, 2013.
If the or ganization files an application for the removal of its name in violation, then it would be punishable by the fine amount of around 1 lakh rupees.

Pre-requisites for Filing Application for Strike Off Of Company

Before filing application with the ROC for strike off the company, do check the following:

Make sure that the company has filed its up to date all the financial statements and annual return with the Registrar of Companies before making application for strike off.

The company does not have any management disputes or there is no litigation pending with regard to management or shareholding of the company and No order is in operation stay behind filing of the documents by a court or tribunal or any other competent authority

Make sure that company has failed to commence its business within one year of its incorporation or Company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company under section 455.

No technical scrutiny, inquiry, inspection or investigation is ordered or pending against the company by any competent authority.

If the Registrar has reasonable grounds to believe that the company is not carrying on any business or operations even after 180 days of incorporation and have not filed declaration in Form -20 A, the registrar may remove the name of the company from the Register of companies as it cannot Start Business activity and Exercise any borrowing power under section 10A.

The conditions before the Removal of Name of Company from Register of Companies by Registrar of Companies (ROC) are as follows:

The Registrar of Companies (ROC) should send the notice to all the Directors stating the intention for the Removal the name of Company from the Register of Companies.

The Directors should send the reply of notice sent by the Registrar of Companies (ROC) with a copy of relevant documents.

All assets and liabilities of the Company should be extinguished before the Removal of Name of Company from Register of Companies.

No pending litigations should be there against the Company.

A Special Resolution should be passed in the Extraordinary General Meeting or consent of 75% of the shareholders in terms of the paid-up capital should be given for the Removal of Name of Company from Register of Company.

In the year when the Company ceased to carry on business or operations, the annual returns and financial statements should be filed up till the end of that financial year.

Documents Required For Strike Off Of Company

Companies on the pursuit of strike-off must file an application to the Registrar of Companies (ROC), accompanied by the following documents:

A Statement of Accounts

A Statement of Accounts shall be attached, showing the assets and liabilities of the Company made up to a day, not more than thirty days before the date of application and certified by the Chartered Accountant.
Prepare statement of accounts and get it certified by the Chartered Accountant.
File E-Form STK-2, within 30 days of date of Statement of Accounts, with the ROC by attaching requisite signed and notarized documents.

Board Resolution

Copy of Board Resolution shall be attached, authorizing the filing of this application.
Call a Board Meeting as per the provisions of Companies Act, 2013 & Secretarial standards.
Conduct the Board Meeting, and pass the following below mentioned resolutions:
Consider the statement of accounts.
Authorize the director to digitally sign the application for strike off in E-Form STK-2.
Fix the date, date, time and place for meeting of shareholders.
Approve the notice of the meeting of shareholders.
Prepare Minutes of the Board Meeting and circulate to all the directors, within 15 days from the date of conclusion of that meeting.

Copy of Special Resolution

Copy of Special Resolution passed by the shareholders of the company or Copies of Consent obtained from 75% members, in terms of paid up share capital.
File E-Form MGT-14 along with the copy of Special Resolution, within 30 days of Special resolution. However, filing of the same is exempt in case of Private Companies.

Indemnity Bond

Make ready Indemnity Bond in Form STK-3 and get it notarized.
Indemnity Bond, either individually or collectively duly notarized by all directors (in Form STK 3).

Affidavit

Prepare Affidavit in Form STK-4.
An Affidavit by all directors of the company (in Form STK 4).

After receiving application for Strike off, the ROC shall publish a notice in FORM STK-5 of the same for inviting objections, if any.

Forms Filed With the Registrar of Companies for Strike Off Of Company

E-Form MGT-14 along with copy of special resolution, within 30 days of passing special resolution. However, filing of the same is exempt in case of Private Company.
E-Form STK-2 with the ROC within 30 days of date of statement of accounts.

The procedure of Removal of Name of Company from Register of Companies by Registrar is as follows:

The Registrar of Companies (ROC) should give notice for Removal of Name of Company to all the Directors of Company in writing in Form SKT-1 at the addresses available in records by registered post or by speed post.

The notice should contain the reasons for the Removal of Name of the Company. The notice shall also seek representations against the action proposed by the Registrar. The Directors should give the representations within 30 days from the date of the notice with the relevant documents as prescribed.

The notice issued should be published in Form STK-5, Form SKT-6, and also in the Official Gazette to inform the general public.

After the expiry of the time mentioned in the notice, the Registrar of Companies can remove the name of Company from Register of Companies. The Registrar of Companies (ROC) should also publish the same in the Official Gazette, and on publication in Official Gazette, the Company should stand dissolve.

The Registrar of Companies should satisfy himself/herself that adequate provisions have been made for discharging all the liabilities and obligations and realizing all amounts due to Company within a reasonable time by the Company before passing an order under Section 248(5) of the Companies Act, 2013. In case if it is necessary, the Registrar of Companies can take some undertaking from the persons in charge of the management of Company, or Directors, or Managing Directors.

After Removal of Name of Company, the Registrar of Companies should cause a notice of Removal of Name of Company to be published in Official Gazette in Form SKT-7, and the same should be published on the website of Ministry of Corporate Affairs (MCA).

Removal of company’s name from MCA database by Registrar in detail

(I). Notice to be given by RoC

The registrar shall send a notice to the company and all the directors of the company, at their registered address, of his intention to remove the name of the company from the register of companies and requesting them to send their representations along with copies of the relevant documents, if any, within a period of thirty days from the date of the notice.” The notice shall be issued in form STK-1.The Notice shall contain the reasons or grounds on which the name of the Company is to be removed. The Registrar may remove the company’s name from the companies register in terms of the Act of Section 248, provided that the organization should not be under category covered under the rule 4.

(II). Application for the removal of Company’s name

The Ministry of Corporate Affairs (MCA) has recently announced Form STK-2 for removing name from register of companies, i.e., winding up of a company. Form STK-2 will be made available by the MCA from the 5^th of April, 2017 for filing on the MCA platform.An application for the removal of company’s name under sub-section of Section 248 should be made in the Form STK-2 together with the fee of 10,000. Every application under the sub-rule should accompany a no-objection certificate from the appropriate Regulatory Authority related to the following companies, namely:

Organizations that have to conduct or conducted investment and non-banking financial activities as given in the Act of Reserve Bank of India, 1935 or Rules & regulations thereunder.
Insurance companies as given in the insurance act, 1938 or rules & regulations thereunder.
Housing finance organizations as given in the Housing Finance companies directions 2010 stated in the act of national housing bank, 1987
Companies in the operation of capital market intermediaries as given in the Securities & exchange board of India Act, 1992
Asset management companies as given in the Securities & Exchange Board of India Act, 1992
Any other company that seems to be regulated under any laws for the time in operation

(III). The manner of Filing application

The application in the Form STK 2 should be signed by the director who is duly authorized by board on their behalf
If the concerned director won’t have a digital signature certificate, then the physical copy of that form, which is duly filled, shall be manually signed by the director. It may be attached to the Form STK 2 whilst uploading the form.

The Form STK 2 will be verified by the chartered account or company secretary or even cost accountant in the whole-time practice.

(IV). Closing of Company by Filing Form STK-2

After filing of Form STK-2 by the company, the Registrar has the powers and duty to satisfy him/herself that sufficient provision has been made for the realization of all amounts due to the company and for the payment or discharge of its liabilities and obligations by the company within a reasonable time. If necessary, the ROC can also obtain necessary undertakings from the managing director, director or other persons in charge of the management of the company. On completion of the above formalities, the ROC would cause a public notice to be issued regarding the intended closure of the company. After expiry of the time mentioned in the notice, the Registrar can, strike off its name from the register of companies, and publish notice of striking-off of name of company in the Official Gazette. On publication in the Official Gazette of this notice, the company is held to be dissolved.

(V). Requirements for Filing Form STK-2

All types of companies like private limited company, one person company, limited company can apply for closure using Form STK-2. The following are the enclosures that must be attached with

Form STK-2:

Indemnity bond duly notarized by every director in Form STK 3;
A statement of accounts comprising assets and liabilities of the company made up to a day, not exceeding thirty days before the date of application and certified by a Chartered Accountant;
An affidavit in Form STK 4 by every director of the company;
A copy of the special resolution accordingly certified by each of the directors of the company or approval of 75 % of the members of the company in terms of paid up share capital as on the date of application
A statement with reference to pending litigations, if any, involving the company.

In Form STK-2, the Managing Director or Director of the company is required to declare that:

There is no inspection or investigation ordered and carried out or yet to be carried out or being carried out against the company and where inspection or investigation have been carried out, no prosecution is pending in any court arising out of such inspection or investigation;
The company is neither having any public deposits which are outstanding nor the company is in default in its repayment or interest thereon;
The company does not have any outstanding loans, secured or unsecured;
The company does not have any dues towards income tax, VAT, excise duty, service tax or any other tax or duty, by whatever name called, payable to the Central or any State Government, statutory authority or local authority;
All the other liabilities of the company have been settled or discharged or extinguished;
All the requirements of the Companies Act and rules made thereunder relating to removing the name of the company from the register of companies and matters incidental or supplemental thereto have been complied with;

(VI). Certification of Form

Form STK 2 should be certified by a Chartered Accountant in full-time practice or Company Secretary in full-time Practice or Cost Accountant in whole time practice.

(VII). Notice for Striking Off Company Name by RoC in Form STK-7 & Publication of notice in case notice for strike off received from ROC in Form STK-5

A notice issued by the ROC for striking off the company name or application filed by a company for striking off its name should be published in the Official Gazette for informing the general public. The ROC will strike off the company name from the Register of Companies upon the expiry of the specified time in the notice for striking off unless the company shows the contrary reason for the same within the mentioned time.During the expiry of time given in the notice, the Company Registrar will remove the organization name from MCA database followed by publishing a notice in the Official Gazette.Once the notice gets published in the Gazette officially, the company will stand dissolved. Even though the company will be dissolved as above mentioned, the tribunal would still have power for winding up an organization whose name was removed from the companies register.The ROC will publish the dissolution notice in the Official Gazette after striking off the company name in the Register of Companies. Upon publication of the notice in the Official Gazette, the company will stand dissolved.

Before passing an order of company dissolution and striking off the company name, the ROC will satisfy itself that sufficient provision is made for the payment or discharge of company liabilities, the realization of amounts due to the company and its obligations within a reasonable time.The ROC will also obtain the necessary undertaking from the director, managing director or other persons in charge of the company management in this regard.However, the company’s assets will be available for the discharge or payment of its obligations and liabilities even after the date of the order of removing the company name from the Register of Companies.The liability of every manager, director, or other officer exercising any power of management and every member of the dissolved company will continue, and it can be enforced as if the company had not been dissolved.

(VIII). Effect of Removing Name from Register of Companies

If STK-2 is filed and accepted by the ROC, the company would be dissolved under section 248 of the Companies Act, 2013. Further, the business would cease to operate as a company and the Certificate of Incorporation issued to it shall be deemed to have been cancelled from such date –except for the purpose of realizing the amount due to the company and for the payment or discharge of the liabilities or obligations of the company.Also, if a company is closed using Form STK-2, the liability of all director, manager or other officer who was exercising any power of management and of every member of the company would continue and can be enforced as if the company had not been dissolved. When a company is dissolved under Section 248 of the Act after issuing notice in the Official Gazette, it ceases to operate from the date mentioned in the notice published in the Official Gazette.The Certificate of Incorporation issued by the ROC shall be deemed to be cancelled from the date of such dissolution. However, the Certificate of Incorporation will be valid for payment or discharge of the company liabilities, realizing the amount due to the company and discharge of company obligations.

(IX). Appeal to Tribunal against Dissolution of Company

Any individual aggrieved by the ROC order notifying that a company is dissolved under Section 248 of the Act can file an appeal to the Tribunal within three years from the ROC order date.The Tribunal can pass an order to restore the company name in the Registrar of Companies if it is of the belief that the removal of the company name is not justified due to the absence of the grounds on which the ROC passed the order. The Tribunal should give a reasonable opportunity to the ROC, the company and all the concerned persons of making representations and hearing.The company should file a copy of the order passed by the Tribunal with the ROC within thirty days from the Tribunal order date. Upon receipt of the order, the ROC shall restore the company name in the Register of Companies and issue a fresh Certificate of Incorporation.The ROC can apply to the Tribunal seeking restoration of the company name if it is satisfied that the company name has been struck off from the Register of Companies based on incorrect information furnished by the directors or company or inadvertently and requires restoration. The ROC can file to the Tribunal to restore the company name on the Register of Companies within three years from the dissolution order’s date.

Voluntary application by company for striking off the name from the register of ROC

Why are companies struck off voluntarily?

There are a number of different reasons why a company director might choose to have their company struck off the Companies House Register. Here are a few common examples:

The directors want to retire – A business owner who has no natural successor and wants to retire might choose to close their business by striking it off. They may want to focus on a new challenge or simply enjoy their retirement.
A group of companies is being reorganized – Another common reason for voluntary strike off is to reorganize a group of companies, where one business has effectively become obsolete and its assets have been transferred elsewhere.
The business isn’t profitable – The strike off procedure cannot be used to closed down an insolvent business. However, it can be used to close down a solvent business that is not as profitable as it was hoped and cannot be scaled effectively.
The directors don’t agree – It’s not unusual for the directors or shareholders of a limited company to have different ideas about the direction it should go in. If there are disagreements that cannot be resolved, striking off could be an option.
It’s time to call it a day – Although the business might be solvent now, there can be challenges on the horizon, such as changing regulations, a new market entrant or declining sales which make you believe it’s a good time to close the business down.

Who can make application?

Any company other than Section 8 company (non -profit organization) may as per section 248(2) of the Act , may voluntarily make an application for striking off the name of the Company from the Register of companies maintained by ROC, after extinguishing all its liabilities , by obtaining approval of 75% members in terms of paid up share capital or consent by way of special resolution on any of the ground that it has not started or commenced its business or it is not carrying on business or operation for a period of two immediately preceding financial years and not made any application for obtaining the status of the company as a dormant company. A Company which is regulated under a special Act is required to obtain approval of the regulatory body constituted or established under that Act.

This process for removing a company name from the register of companies can also be initiated by the company by filing Form STK-2. To file Form STK-2, the company should have extinguished all its liabilities and execute a special resolution for removal of company name from register of companies with the consent of 75% of members in terms of paid-up share capital. In case the company is regulated under a special Act, approval of the regulatory body constituted or established under that Act should also be obtained and enclosed with the application. While applying for striking off of company, two forms are required:-

While E-form MGT-14 has normal associated fees, E-form STK-2 has fees of 10,000/-

Conditions for voluntary striking off the name by company

Section 248(2) of Companies Act, 2013, provided that a Company on its own accord can go for the Removal of Name of Company from Register of Companies.The Company can make an application to the Registrar of Companies for the Removal of Name of Company on all or any of the grounds specified in Section 248(1) of Companies Act, 2013. The Company must extinguish all its assets and liabilities before making an application. The consent of all shareholders is needed to go further for filing the application for Removal of Name of Company from Register of Companies.The Registrar of Companies (ROC), on receipt of the application from the Company, can cause a public notice for the same in the manner prescribed. If a company is regulated under any Special Act, an approval in the form of No objection Certificate (NOC) should be obtained from the regulatory body established under the Special Act.

A) A company can get apply for striking off voluntary after satisfying the below given conditions:-

B) By Registrar of companies on finding of any of below given grounds:-

Restriction for Filing Voluntary Application to Strike Off by a Company

The company cannot apply for striking off the company name if, at any time in the past three months, the company:

has made a disposal for value of rights or property held by it, immediately before the cessation of trade, for the purpose of disposal for gain in the normal course of carrying out business or trading.
has shifted its registered office from one state to another or changed its name.
has filed an application to the National Company Law Tribunal (‘Tribunal’) for sanctioning of an arrangement or compromise, and the matter has not been finally concluded.
has engaged in other activities except for the one that is expedient or necessary for making an application or complying with a statutory requirement, or concluding the affairs of the company
is being wound up under Chapter XX of the Act, whether by the Tribunal or voluntarily

If a company applies for striking off its name in violation of the above conditions, it can be punishable with a fine that may extend to 1 lakh.

The main checklists that needs to be considered before closing of the Company

What is the procedure to strike of company in case of voluntary striking off of company?

The procedure is very simple and is done step wise:-

Authorize officer or any director of company to convene a Board Meeting
Sending of Board Meeting Notice atleast seven (7) days prior to board meeting along with detailed agenda.
Convene Board Meeting and passing of Board resolution.
Sending of Annual General Meeting / Extra-Ordinary General Meeting as the case may be
Convene General meeting and passing of Special Resolution.
Filing of MGT-14 along with required attachments.
Filing of STK-2 along with required documents.
Registrar of companies after finding that all the attachments are fine and all the conditions are fulfilled and it is just and equitable to strike off the company, will strike off the company after publishing a public notice.

Removal of name from Register of Companies by the company on its own- Checklist for Strike Off

Documents which are required to attach with the forms

A company may file an Application in the Form STK-2 (shall be accompanied by certain prescribed documents) along with the fee of Five Thousand Rupees for removing the name of the company from the Register of Companies, after extinguishing all its liabilities.
The main ingredients for such an application are:

Application in form STK-2.
Government filing fees: 10,000/-
Copy of Board resolution authorizing the filing of this application.
A statement of accounts showing nil assets and liabilities of the Company which shall be not more than thirty days before the date of application and certified by a Chartered Accountant.
Shareholder’s approval by way of Special Resolution.
In the case of a company regulated by any other authority, approval of such authority shall also be required.
Indemnity bond [to be given individually or collectively by the director(s)] in Form No. STK-3;
Affidavit in Form No. STK-4.

Before 10^th May, 2019, no such specific provision existed in Company law which required any company intending to apply for strike off its name from the register of companies to file overdue returns (Form AOC-4 or Form AOC-4 XBRL, as the case may be, and Form MGT-7) before filing striking off application. The Registrars, in some cases were accepting striking off application without requiring companies to file such overdue returns and in some cases, companies were asked to file overdue returns. But now, w.e.f. May 10, 2019, MCA has made a provision applicable across India by which companies are mandatorily required to file overdue returns prior to filing striking off application. Further, MCA has increased the fees for filing striking off application by a company from 5,000 to 10,000. This again, will hamper small companies who are unable to continue business due to unavoidable circumstances. On one side, Government has lowered the incorporation fees to zero for small companies but on other side, fees for exit option have been doubled.

What are the documents which are required to attach with the forms?

The following documents are attached with the E-forms:-

Indemnity Bond duly notarized by all directors (in Form STK 3).
A statement of liabilities comprising of all assets and liabilities of the companies (certified by a Chartered Accountant).
Certified true copy of Special Resolution (duly signed by every director of the company).
Copy of Board resolution authorizing the filing of this application.
Indemnity bonds in Form No. STK-3
An affidavit in Form STK-4 (by all directors of the Company)
A statement concerning any pending litigations with respect to the company.
Copy of relevant order of delisting, if any, from the concerned stock exchange.
No objection certificate from relevant regulatory department in case company is governed by such department.

Note: Annual filing is necessary before applying for strike off but ROC may approve forms without annual filing if ROC finds there have been no transactions and bank account is not operational.

Other documents which are required for closure of the Company

Registered Digital Signature Certificate of director for signing the form.
Memorandum of association of the Company
Article of Association of the Company.
Proof of identity (PAN Card/ Aadhaar Card/Voter ID card).
Residence proof (Passport/Driving License/Voter ID Card)

Strike Off of the name of the Company by the Company on its own

Procedure of Application: In order to make an application for voluntary strike off; the Company needs to follow the below mentioned procedure:

Restoration of a stroked-off Company

Draft an appeal under section 252, in Form No. NCLT 9, with such modifications as may be necessary.

Serve a copy of the appeal, to the Concerned ROC and Income Tax department.

Submit the original appeal to NCLT (National Company Law Tribunal).

On the date of the hearing notified by NCLT appear before NCLT and present the case producing sufficient grounds for revival of Company and repudiate the claim of ROC that Company is not carrying on the business or ceased to be in business for the past two years.

After hearing both the parties NCLT shall pass the order restoring the name of a company in the register of companies.

File the copy of the order with the Registrar of Companies within a period of 30 days from the date of the order.

File pending financial statements and annual returns with the Registrar within such time as may be directed by the Tribunal.

The Registrar of Companies will change the status of the Company from ‘Strike- off’ to ‘Active’.

Effect of Restoration

The effect of an order of restoration of the name of a company under this section is to place the company whose name was struck off by the Registrar in the same position as if the name of the company had never been struck off during the interregnum. If a court of competent jurisdiction directs restoration of the name of the company, it shall be deemed to have continued throughout.The effect of the provision that the company should be “deemed to have continued in existence as if its name had not been struck off” was not only that the corporate existence of the company was preserved, but was also retrospective, so that at the date of the hearing of the application the company was to be regarded as never having been dissolved.Another consequence was that the rights of all parties would be as though there had been no cessation or interruption in the existence of the company on account of the striking off and subsequent restoration.Company Law Board has no power to restore the company, as the powers under that section were vested in the High Court.

Restoration would be ordered subject to fulfillment of applicable formalities in the following cases-

Where at the time of striking off, the company was flourishing but accounts and returns could not be filed with ROC due to the negligence of Secretary, restoration was ordered subject to the payment of costs, and the completion of other formalities, including payment of late fee or other charges.
Due to clerical negligence there was non-filing of returns/accounts.
If a company was incorporated for manufacturing certain products and such manufacture required government sanction which the company failed to obtain, the managing director (petitioner) by a letter informed the Registrar that the company could not commence business and requested that the name be struck off the register and to treat the company as defunct. Thereafter, the petitioner received complaints along with the summons from the Special Court of Chief Judicial Magistrate (Economic Offences) directing him to appear in court. The Registrar did not submit any explanation why he had not struck off the company as requested. He was directed to pass an appropriate order on the company’s request invoking power.

The name of the company was struck off on an application. Thereafter, the management of the company changed. The new management brought forth a proposal for the revival of the company. Their application of the restoration of the company was accepted. There was no objection from the Registrar.
The name of a company was struck off on an application under “Simplified Exit Scheme.” The shareholders subsequently sought to revive the company because of the favorable market conditions. The court directed restoration of the company’s name.
The company’s name was struck off after issue of notice for failure to file balance sheets and annual returns. It was found that the notice was issued beyond the prescribed period of limitation and notice was not served at all. The company filed the necessary documents before the issue of second notice. The court declared that the company had remained in operation since its inception.
If any employee, whether part-time or full-time, defaults in his duties, the primary responsibility for ensuring statutory compliances remains that of the management.

The courts in most cases have allowed restoration after satisfying that the company did not cease to operate but there was a compliance failure (whosoever may be responsible) and the compliance failure needs to be punished. Accordingly, the court while allowing restoration has imposed exemplary punishment in the form of penalties, costs, late fee etc. on company and setting it as the condition for curing the compliance defaults.

Removal of Names of Companies from the Register of companies maintained by RoC Section 248 to 252 of the Companies Act, 2013

S. No.	Rules/Sections	Particulars
1.	Section – 248: Power of Registrar to Remove Name of Company from ROC:
	Sec – 248(1):	Where the Registrar has reasonable cause to believe that: (a). a company has failed to commence its business within 1 year of its Date of Incorporation or; (b). Omitted (c). a company is not carrying on any business or operation: for a period of 2 immediately preceding FY’s and has not made any application within such period for obtaining the status of a dormant company U/s. 455 or he shall send a notice to the company and all the directors of the company, of his intention to remove the name of the company from the ROC and requesting them to send their representations along with copies of the relevant documents, if any, within a period of 30 days from the date of the notice. (d). the subscribers to the MOA have not paid the subscription which they had undertaken: to pay at the time of incorporation of a company and a declaration to this effect has not been filed within 180 days of its Date of Incorporation U/s. 10A(1); or (e). the company is not carrying on any business or operations, as revealed after the physical verification carried out U/s.12(9).
	Sec – 248(2):	Without prejudice to the provisions of section – 248(1), a company may, after extinguishing all its liabilities, by a special resolution or consent of 75% members in terms of paid-up share capital, file an application in the prescribed manner to the Registrar for removing the name of the company from the ROC on all or any of the grounds specified in sec – 248(1) and the Registrar shall, on receipt of such application, cause a public notice to be issued in the prescribed manner: Provided that in the case of a company regulated under a special Act: approval of the regulatory body constituted or established under that Act shall also be obtained and enclosed with the application.
	Sec – 248(3):	Section – 248(2) shall not apply to a company registered under Section 8.
	Sec – 248(4):	A notice issued U/s. 248(1) or (2) shall be published in the prescribed manner and also in the Official Gazette for the information of the general public.
	Sec – 248(5):	At the expiry of the time mentioned in the notice, the Registrar may, unless cause to the contrary is shown by the company: strike off its name from the ROC, and shall publish notice thereof in the Official Gazette, and on the publication in the Official Gazette, the company shall stand dissolved.
	Sec – 248(6):	The Registrar, before passing an order U/s. 248(5), shall satisfy himself that: sufficient provision has been made for the realization of all amount due to the company and for the payment or discharge of its liabilities and obligations by the company within a reasonable time and, if necessary, obtain necessary undertakings from the managing director, director or other persons in charge of the management of the company: Provided that notwithstanding the undertakings, the assets of the company shall be made available for the payment or discharge of all its liabilities and obligations even after the date of the order of removing the name of the company from the ROC.
	Sec – 248(7):	The liability, if any, of every director, manager or other officer who was exercising any power of management and of every member of the company dissolved U/s. 248(5), shall continue and may be enforced as if the company had not been dissolved.
	Sec – 248(8):	Nothing in this section shall affect the power of the Tribunal: to wind up a company the name of which has been struck off from the ROC.

S. No.	Rules/Sections	Particulars
2.	Section – 249: Restrictions on Making Application U/s. 248 in Certain Situations.
	Sec – 249(1):	An application U/s. 248(2), on behalf of a company shall not be made if, at any time in the previous 3 months, the company: (a). has changed its name or shifted its registered office from one State to another; (b). has made a disposal for value of property or rights held by it, immediately before closure of trade or otherwise carrying on of business, for the purpose of disposal for gain in the normal course of trading or otherwise carrying on of business; (c). has engaged in any other activity except the one which is necessary or expedient for the purpose of making an application U/s. 248(2), or deciding whether to do so or concluding the affairs of the company, or complying with any statutory requirement; (d). has made an application to the Tribunal for the sanctioning of a compromise or arrangement and the matter has not been finally concluded; or (e). is being wound up under Chapter XX of this Act or under the Insolvency and Bankruptcy Code, 2016.
	Sec – 249(2):	Penalty for violation of section – 248(1): Fine – Maximum 1,00,000/-
	Sec – 249(3):	An application filed U/s. 248(2): shall be withdrawn by the company or rejected by the Registrar as soon as conditions U/s. 248(1) are brought to his notice.
3.	Section – 250: Effect of Company Notified as Dissolved:
	Sec – 250:	Where a company stands dissolved U/s. 248: it shall on and from the date mentioned in the notice U/s. 248(5), cease to operate as a company and Certificate of Incorporation issued to it shall be deemed to have been cancelled from such date except: for the purpose of realizing the amount due to the company and for the payment or discharge of the liabilities or obligations of the company.
4.	Section – 251: Fraudulent Application for Removal of Name:
	Sec – 251(1):	Where it is found that an application by a company U/s. 248(2), has been made with the object of: evading the liabilities of the company or with the intention to deceive the creditors or to defraud any other persons, the persons in charge of the management of the company shall, notwithstanding that the company has been notified as dissolved: (a). be jointly and severally liable to any person or persons who had incurred loss or damage as a result of the company being notified as dissolved; and (b). be punishable for fraud in the manner as provided in section – 447.
	Sec – 251(2):	Without prejudice to the provisions contained in section – 248(1): Registrar may also recommend prosecution of the persons responsible for the filing of an application U/s. 248(2).
5.	Section – 252: Appeal to Tribunal:
	Sec – 252(1):	Any person aggrieved by an order of the Registrar, notifying a company as dissolved U/s. 248,may, file an appeal to the Tribunal: within a period of 3 years from the date of the order of the Registrar and if the Tribunal is of the opinion that the removal of the name of the company from the ROC is not justified in view of the absence of any of the grounds on which the order was passed by the Registrar, it may order restoration of the name of the company in the ROC: Provided that before passing any order U/s. 252(1), the Tribunal shall: give a reasonable opportunity of making representations and of being heard to the Registrar, the company and all the persons concerned: Provided further that if the Registrar is satisfied that: the name of the company has been struck off from the ROC either inadvertently or on the basis of incorrect information furnished by the company or its directors, which requires restoration in the ROC, he may within a period of 3 years from the date of passing of the order dissolving the company U/s. 248, file an application before the Tribunal seeking restoration of name of such company.
	Sec – 252(2):	A copy of the order passed by the Tribunal: shall be filed by the company with the Registrar within 30 days from the date of the order and on receipt of the order, the Registrar shall cause: name of the company to be restored in the ROC and shall issue a fresh Certificate of Incorporation.
	Sec – 252(3):	If a company, or any member or creditor or workman thereof feels aggrieved by the company: having its name struck off from the ROC, Tribunal on an application made by the company, member, creditor or workman before the expiry of 20 years from the publication in the Official Gazette of the notice U/s. 248(5), may, if satisfied that the company was at the time of its name being struck off: carrying on business or in operation or otherwise it is just that the name of the company be restored to the ROC, order the name of the company to be restored to the ROC, and the Tribunal may, by the order, give such other directions and make such provisions as deemed just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off from the ROC.

S. No.	Rules/Sections	Particulars
6.	Rule3: Removal of name of company from the Register on suo-motu basis:
	Rule-3(1):	The ROC may remove the name of a company from the ROC in terms of section 248(1) of the Act: Provided that following categories of companies shall not be removed from the ROC under this rule – 3 and 4, namely: listed companies; companies that have been delisted due to non-compliance of listing regulations or listing agreement or any other statutory laws; vanishing companies; companies where inspection or investigation is ordered and being carried out or actions on such order are yet to be taken up or were completed but prosecutions arising out of such inspection or investigation are pending in the Court; companies where notices U/s. 234 of the Companies Act, 1956 or section 206 or 207 of the Act have been issued by the Registrar or Inspector and reply thereto is pending or report under U/s. 208 has not yet been submitted or follow up of instructions on report U/s. 208 is pending or where any prosecution arising out of such inquiry or scrutiny, if any, is pending with the Court; companies against which any prosecution for an offence is pending in any court; companies whose application for compounding is pending before the competent authority for compounding the offences committed by the company or any of its officers in default; companies, which have accepted public deposits which are either outstanding or the company is in default in repayment of the same; companies having charges which are pending for satisfaction; and companies registered U/s. 25 of the Companies Act, 1956 or section 8 of the Act. vanishing company” means a company, registered under the Act or previous company law or any other law for the time being in force and listed with Stock Exchange which has failed to file its returns with the ROC and Stock Exchange for a consecutive period of 2 years, and is not maintaining its registered office at the address notified with the ROC or Stock Exchange and none of its directors are traceable.
	Rule-3(2):	For the purpose of rule – 3(1), the Registrar shall give a notice in writing in Form STK – 1 which shall be sent to all the directors of the company at the addresses available on record, by registered post with acknowledgement due or by speed post.
	Rule-3(3):	The notice shall contain: the reasons on which the name of the company is to be removed from the ROC and shall seek representations, if any, against the proposed action from the company and its Directors along with the copies of relevant documents, if any, within a period of 30 days from the date of the notice.
7.	Rule-4: Application for removal of name of company:
	Rule-4(1):	An application for removal of name of the company U/s. 248(2) shall be made in Form STK-2 along with the fee of 10,000: Provided that no application in Form No. STK-2 shall be filed by a company unless it has filed overdue returns in Form No. AOC-4(Financial Statement) or AOC-4 XBRL and Form No. MGT-7(Annual Return), up to the end of the FY in which the company ceased to carry its business operations: Provided further that in case a company intends to file Form No.STK-2 after the action U/s. sec – 248(1) has been initiated by the Registrar, it shall file all pending overdue returns in Form No.AOC-4 (Financial Statement) or AOC-4 XBRL, as the case may be, and Form No.MGT-7(Annual Return) before filing Form No.STK-2: Provided also that once notice in Form No. STK-7 has been issued by the Registrar pursuant to the action initiated U/s. 248(1), a company shall not be allowed to file an application in Form No. STK-2.
	Rule-4(2):	Every application under rule – 3(1) shall accompany a no objection certificate from appropriate Regulatory Authority concerned in respect of following companies, namely :- companies which have conducted or conducting non-banking financial and investment activities as referred to in the RBI Act, 1934 (2 of 1934) or rules and regulations thereunder; housing finance companies as referred to in the HFC (NHB) Directions, 2010 issued under the NHB Act, 1987 (53 of 1987); insurance companies as referred to in the Insurance Act, 1938 (4 of 1938) or rules and regulations thereunder; companies in the business of capital market intermediaries as referred to in the SEBI Act, 1992 (15 of 1992) or rules and regulations thereunder; companies engaged in collective investment schemes as referred to in the SEBI Act, 1992 (15 of 1992) or rules and regulations thereunder; asset management companies as referred to in the SEBI Act, 1992 (15 of 1992) or rules and regulations thereunder; any other company which is regulated under any other law for the time being in force.
	Rule-4(3):	The application in Form STK-2 shall be accompanied by: (i). indemnity bond duly notarized by every director in Form STK-3; Provided that in case of a: Government company in which the entire paid up share capital is held by the Central Government, or by any State Government or Governments or by the Central Government and one or more State Governments; or subsidiary of a Government company, referred to in clause (a), in which the entire paid up share capital is held by that Government company, a duly notarized indemnity bond in Form STK-3A shall be given by an authorized representative, not below the rank of Under Secretary or its equivalent, in the administrative Ministry or Department of the Government Of India or the SG, as the case may be, on behalf of the company; (ii). a statement of accounts in Form No. STK-8 containing assets and liabilities of the company made up to a day, not more than 30 days before the date of application and certified by a Chartered Accountant; (iii). An affidavit in Form STK-4 by every director of the company; (iv). a copy of the special resolution duly certified by each of the directors of the company or consent of 75% of the members of the company in terms of paid up share capital as on the date of application; (v). a statement regarding pending litigations, if any, involving the company.

Difference between Strike-off and winding up

Points of difference	Strike-off	winding up
Legal risks	Striking your company off from the Companies Register is only possible if there are no threats of legal action against your business and no pending or ongoing insolvency procedures taking place. The company must be solvent and all parties (including creditors, employees, shareholders and directors) must be informed.	The appointment of a liquidator to manage the process ensures that all legal requirements are met. A Declaration of Solvency must be signed by the directors of the company to confirm the company can pay all its debts within a maximum of one year.
Personal liability	If a creditor has not been informed about the strike off and subsequently makes a claim or if any irregularities come to light, your conduct as a director could be investigated, potentially leading to personal liability for company debt and even disqualification as a director.	If you sign the Declaration of Solvency and it later emerges that company debts exist, you could be made personally liable.
Cost involved	Strike off is an informal process that involves a relatively small amount of administration.It can be completed by the company directors themselves and costs less.	It is a formal process for winding up a solvent business that involves far more administration and must be carried out by a licensed insolvency practitioner. It costs more.

The rights of Person Aggrieved by the Company having been Struck off the Register

The company having been struck off the register or any member or creditor of such company may make an application to the High Court if the company or the member or creditor feels aggrieved by the company having been struck off, for the restoration of the company to the register. Such an application must be made before the expiry of 20 years from the publication in the Official Gazette of the notice of the striking-off.

The High Court may order the name of the company to be restored to the register, if it is satisfied that-

The company was, at the time of the striking off, carrying on business or in operation; or
It is just that the company be restored to the register.

The procedure for making application to the High is as under:-

Make an application by way of a petition to the concerned High Court before the expiry of twenty years from the date of the publication in the Official Gazette of the notice of striking the name of your company from the register.
There is no prescribed form but rule 17 provides that the forms set out in Appendix 1 to the said Rules shall be used with such variations as circumstances may require.
Annex the following documents along with the petition:

An affidavit verifying the petition.
A certified true copy of the Gazette notification striking out the company’s name from the concerned ROC.

Serve the above petition on the concerned ROC and on such other persons as the High Court may direct not less than fourteen days before the date fixed for the hearing of the petition.
Within fourteen days of the receipt of the order of the High Court, deliver a certified copy of the order to the concerned ROC for registration. The company shall be deemed to have continued in existence as if its name had not been struck off from the Register of Companies.

One of the reasons for exercising the High Court’s direction in favor of restoring a company must be that after restoration the company will be in a position to carry on the business of the company. High Court would not exercise discretion when there is no evidence of substantial benefit to member or creditors.In such a case the court may, by the order, give such directions and make such provision as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off.
The company must file electronically with the Registrar a certified true copy of the order passed by the Court, along with e-form-21. Upon a certified copy of the order being delivered to the Registrar for registration, the company shall be deemed to have continued in existence as if its name had not been struck off.

Conclusion

Under Section 248 of Companies Act, 2013, the Power of Registrar for Removal of Name of Company from Register of Companies (ROC) is provided. The Registrar can go for the Removal of Name by itself, or the Company can itself go for Removal of Name. Unlike other methods, the mode prescribed under Section 248 of the Companies Act, 2013, is the most efficient and speedy way for the closure of the Company. The Registrar of Companies (ROC) plays a vital role in the closure of the Company. Hence, the Company should take due care while making replies to the notices of the Registrar of Companies (ROC). The process of closing of Company under Section 248 of the Companies Act, 2013, is lengthy and long-lasting.

In the last few months of FY 2016-17, RoC across country had started issuing Show Cause Notices u/s 248 (1) for striking off the name of approx. 4 Lac companies and giving them a time limit of 30 days to give appropriate replies, or represent their case, failing which the name of these 4 Lac companies may be struck off by RoC. The possible intention behind issuing Show Cause Notices to the companies was to reduce the burden of RoC in maintaining their records for such Companies. This was a welcome move by RoC, which will be helpful to the defunct Companies also, as strike off is an easy, fast and cheapest way of closing down a Company. RoC will be free from large number of such non compliant companies and then he can rather spend more time to ensure that proper corporate governance and compliances are made by companies.

However, such issuance of Show Cause Notices has left us with various questions unanswered as to whether the Director would be disqualified u/s 164(2) of the Act? Whether the office of the Director would be considered as vacant u/s 167 (1) (a) of the Act? What will the liabilities on members and directors be as mentioned under the show cause notice issued by RoC? Whether there is any levy of penalty on the directors of the Company u/s. 166 of the Companies Act, 2013 due to non-compliance of their duties? One can form an opinion that RoC may send show cause notice and prosecute the Directors of such companies for violation of non-filing of Balance Sheet and Annual Return of past period and such Directors may have to file application for compounding of such offence, till than they may be considered as disqualified as Director and his office shall be considered as vacant not only from these companies but all other companies where he is Director.

Frequently Asked Questions

1. What is meant by striking off of company name?
Striking off of company simply means closing of a defunct company, in fast way. It is simplest way to close a company.
Note: The companies are governed by the companies Act, 2013 and its section 248 governs the striking off of company.
A company can get strike off in two ways:-

A) By company itself as Voluntary Striking off
B) By Registrar of Companies

Note: Section 8 company cannot get strike off voluntary.
2. Which are the Companies on which Strike off under Section 248 is not applicable?
Companies on whom Strike off under Section 248 is not applicable are as follows:
- Listed companies;
- Companies that have been delisted due to non-compliance of listing regulations or listing agreement or any other statutory laws;
- Vanishing companies;
- Companies where inspection or investigation is ordered and being carried out or actions on such order are yet to be taken up or were completed but prosecutions arising out of such inspection or investigation are pending in the Court;
- Companies where notices have been issued by the Registrar or Inspector (under Section 234 of the Companies Act, 1956 (old Act) or section 206 or section 207 of the Act)and reply thereto is pending;
- Companies against which any prosecution for an offence is pending in any court;
- Companies whose application for compounding is pending;
- Companies which have accepted public deposits which are either outstanding or the company is in default in repayment of the same;
- Companies having charges which are pending for satisfaction; and
- Not-for-profit Companies registered under Section 25 of the Companies Act, 1956 or section 8 of the Act.
3. What is the eligibility Criteria for Companies to opt for Strike Off?
The following companies are eligible for opting for strike off:
- A company which has failed to commence its business within one year of its incorporation; or
- A company which is not carrying on any business or operation for a period of 2 immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company under section 455.
4. What are the documents which are required to attach with the forms?
- A company may file an Application in the Form STK-2 (shall be accompanied by certain prescribed documents) along with the fee of Ten Thousand Rupees for removing the name of the company from the Register of Companies, after extinguishing all its liabilities.
- The main ingredients for such an application are:
1. Application in form STK-2.
2. Government filing fees: 10,000/-
3. Copy of Board resolution authorizing the filing of this application.
4. A statement of accounts showing nil assets and liabilities of the Company which shall be not more than thirty days before the date of application and certified by a Chartered Accountant.
5. Shareholder’s approval by way of Special Resolution.
6. In the case of a company regulated by any other authority, approval of such authority shall also be required.
7. Indemnity bond [to be given individually or collectively by the director(s)] in Form No. STK-3;
8. Affidavit in Form No. STK-4.
5. What is the procedure for Strike Off?
The procedure is very simple and is done step wise:-
- Authorize officer or any director of company to convene a Board Meeting
- Sending of Board Meeting Notice at least seven (7) days prior to board meeting along with detailed agenda.
- Convene Board Meeting and passing of Board resolution.
- Sending of Annual General Meeting / Extra-Ordinary General Meeting as the case may be
- Convene General meeting and passing of Special Resolution.
- Filing of MGT-14 along with required attachments.
- Filing of STK-2 along with required documents.
- Registrar of companies after finding that all the attachments are fine and all the conditions are fulfilled and it is just and equitable to strike off the company, will strike off the company after publishing a public notice.
6. How long it takes to strike of company name from the register of companies?
Once an application is made for striking off of company by filing E-form STK-2, the concerned Registrar of Companies (ROC) after verifying the documents will strike off the name of company and this procedure normally takes 3-4 month. However, if any objection is received from Registrar of Companies (ROC) this process might take extra time or even reject the application.
7. What are the various forms in which notice can be issued by Registrar for the removal of names of companies from the ROC?
The notice u/s 248(1) of the Companies Act, 2013 is in Form STK-5 and U/s. 248(2) in Form STK-6. Such notices are:
- Placed on the official website of the MCA on a separate link established on such website in this regard; and
- Published in the Official Gazette
- Published in English language in a leading English newspaper and at least once in vernacular language in a leading vernacular language newspaper, both having wide circulation in the State in which the registered office of the company is situated.
When the said notice is published U/s. 248(1), the prescribed form for the same is Form STK-5A (Publication of notice in case notice for strike off received from ROC), while for the purpose of section 248(2), the prescribed form remains the same, i.e., Form STK-6 (Publication of notice in case of Voluntary strike off).
8. Pursuant to section 248(1) of the Act, the Registrar on the satisfaction of certain conditions, may send a notice to the company stating his intention to remove the name of the company from the ROC. Is there a draft format of such notice?
The Companies (Removal of Names of Companies from the ROC) Rules, 2016 have been amended to include Form STK-5A, i.e., a standard Public Notice to the companies to be issued by the Registrar in pursuance of section 248(1) and (4) of the Act stating the reason for proposing removal of a company’s name from the ROC and requisitioning objections if any within a period of 30 days from the date of publication of the notice.

9. How can I close my Private Limited Company?
The closure of a limited company depends on whether it is solvent (able to pay its bills) or insolvent (unable to pay its bills). If it is solvent, the easiest way to close it is for the directors to apply to Registrar of Companies to have it struck off the register. Alternatively, you can start a members’ voluntary liquidation. If your company is insolvent, the directors can propose a creditors’ voluntary liquidation process.This course of action will require at least 75% of the voting shareholders (by the value of their shares) to agree to the closure by passing a winding-up resolution. In certain situations, a company can be forced to close by its creditors or RoC.
10. What is the procedure for Closing a Private Limited Company?
A Private Limited Company can be closed down in various manners depending on the requirement of the owner.
- The owner can sell the company.
- Can close down the company by declaring the company ‘Defunct'(Striking of the company).
- Winding up or dissolving the company.
Selling of Private Limited Company:
A company can be sold by transferring the majority of shares to the person best suited for the company. The procedure of eventually winds up the company, but only the majority of the shares are transferred with the responsibility of stocks.
Declaring the company Defunct:
Any company that wants to strike off its name from the registrar of the company can declare itself defunct by applying Form FTE and then the company can be shut down by the registrar of the company.
Winding Up of Private Limited Company:
Winding up of the private limited company is necessary in the case where the company needs to conclude its business or due to bankruptcy. The winding-up method can be initiated intentionally by the shareholders or creditors, or it can also be done on the order of the tribunal (Compulsory Winding-up).

If the company is not dissolved and the assets are not collected as per the legal proceedings, the company is considered in operation, and hence the directors will be liable for completing all the compliances associated with the private limited company.
11. What are the main steps to close a Private Limited Company?
Companies may pursue a strike-off by following each of the following specified steps:
Holding of Board Meeting:
The passing of Board Resolutions has been mandated for major enactments in the corporate sphere.
Closing of liabilities:
A company desirous of a strike-off must have closed off all its liabilities.
Holding of General Meeting:
A general meeting of shareholders should be held by the company by passing a resolution for striking off the name of the Company.
Furnishing of Applications and documents:
Companies on the pursuit of strike-off must file an application to the Registrar of Companies (ROC), accompanied by the following documents:
- Indemnity Bond duly notarized by all directors (in Form STK 3).
- A statement of liabilities comprising of all assets and liabilities of the companies (certified by a Chartered Accountant).
- An affidavit in Form STK 4 (by all directors of the company).
- CTC of Special Resolution (duly signed by every director of the company).
- A statement concerning any pending litigations with respect to the company.
Implications of dissolvement:
If a company confirms its dissolvement, it shall cease its operations as a company from the date of such dissolvement, and the Certificate of Incorporation issued to it by the ROC shall be deemed to have been canceled, except for the discharge of any existing liabilities or obligations.
12. What happens after the registrar strikes off the name of the Company?
There are serious consequences for directors of companies which are involuntarily struck off, particularly if the company is still trading.
- The company ceases to exist as a legal entity from the date of dissolution
- The assets of the company become vested in the state
- Where the company ceases to exist, banks will be unwilling to provide finance, and future contracts with customers/ suppliers may be jeopardized
- Directors of companies that are involuntarily struck off may be disqualified from acting as a Director or in the management of any company for a period of up to 12 years on the application of the Director of Corporate Enforcement, as was seen in a recent court ruling.
- The company’s Shareholders and Officers are trading without the protection of limited liability and can be held personally liable for the debts of the company.
13. How do I revive or restore a stroked-off Company?
Step by Step procedure for Revival of Company:
- Draft an appeal under section 252, in Form No. NCLT 9, with such modifications as may be necessary.
- Serve a copy of the appeal, to the Concerned ROC and Income Tax department.
- Submit the original appeal to NCLT.
- On the date of the hearing notified by NCLT appear before NCLT and present the case producing sufficient grounds for revival of Company and repudiate the claim of ROC that Company is not carrying on the business or ceased to be in business for the past two years.
- After hearing both the parties NCLT shall pass the order restoring the name of a company in the register of companies.
- File the copy of the order with the Registrar of Companies within a period of 30 days from the date of the order.
- File pending financial statements and annual returns with the Registrar within such time as may be directed by the Tribunal.
- The Registrar of Companies will change the status of the Company from ‘Strike- off’ to ‘Active’.
14. Can a struck-off company still trade?
When a company is struck off, the name would be removed from the company register and it cannot trade, sell its assets or make payments or even it cannot get involved in any other business activities. The name of the company would be made available for new companies to use.
15. What are the documents required to strike off the company’s name?
The Company which is likely to be struck off must file an application to the registrar of the companies, along with the following documents:
- Indemnity Bond duly notarized by all directors (in Form STK 3).
- A certified statement of liabilities by a Chartered Accountant comprising of all assets and liabilities of the companies.
- An affidavit by all directors of the company in Form STK 4.
- Certified True Copy (CTC) of Special Resolution duly signed by every director of the company.
- A statement concerning any pending litigations with respect to the company.
16. Form INC-20A and 22A is it must for strike off?
Yes

Form INC-20A: For all company registered after 2^nd Nov 2018.

Form INC- 22A: For all companies registered before 31^st Dec 2017. (This will depend on case to case)
17. In what conditions the Company’s name cannot be struck off?
The company cannot be struck off if in the last three months:
- The company has changed its name or relocated its registered office to another state.
- Made a disposal for the value of property or rights held by it (subject to conditions).
- Engaged in any other activity other than what is necessary or expedient for making an application under the concerned provision, and so and so forth.
- Filed an application to the Tribunal for the granting of Compromise or Arrangement, and a consensus for the same hasn’t yet been arrived at.
- Been wound up under Chapter XX, whether voluntarily, by the Tribunal or under the Insolvency and Bankruptcy Code (IBC), 2016.
Circumstances under which strike off cannot be done also includes:
1. Company has not filed 20A (incorporation after 2^nd Nov,2018)
2. One year is not completed since incorporation
3. For ongoing company i.e. having business transactions in last 1-2 years
4. DIN are deactivated
5. Any director is disqualified
6. Company has already received notice from ROC of strike-off
7. Any ongoing litigations are pending
18. What is meant by striking off of company name?
Strike can be done only after 1 year of incorporation even without annual filing subject to active DIN and no business since 1 year.

Note: 20A filing is compulsory if company is incorporated after 2^nd Nov 2018.

19. If compliance is done only for one year or 2 and not up-to-date, what is to be done?
For a company having ongoing business there should be no business transactions since 2 F.Y. and nil filings should be done for those 2 yrs, even if Nil filing for the past 2 F.Y. is not done, the company can strike off. Bank closure certificate must for companies having an account in the bank.
20. If another Director is not willing to strike off, what can be done?
As both Directors’ signatures are required in documents it could only be possible when both are ready for strike off.
21. If one Director is absconded, and not reachable what can be done?
Can’t help out as in both affidavit and indemnity bond documents, DSC and signature would be required.
22. What are the forms required to be filed?
While applying for striking off of company, two forms are required:-
1. (a). E-form MGT-14
2. (b). E-form STK-2
23. What are the fees associated with E-forms?
While E-form MGT-14 has normal associated fees, E-form STK-2 has fees of 10,000/-
24. Whether members’ approval is required for striking off Company?
Yes. Member’s approval is required through Special resolution for striking off company
25. What is the procedure to strike of company in case of voluntary striking off of company?
The procedure is extremely easy and is completed step wise:-
1. Call a board meeting in accordance with the Secretarial standards and Companies Act 2013
2. Convene Board meeting to pass the following resolutions:-
- To take note of statement of accounts
- To authorize directors to sign the Indemnity Bond and Affidavits as per Form STK-3 and Form STK-4
- To authorize a director to digitally sign the application in e-Form STK-2.
- To fix the day, date, time and venue of general meeting.
- To approve the notice of general meeting.
1. Prepare draft minutes of the board meeting and circulate, within a period of fifteen days from the date of conclusion of that meeting, to all directors, by hand/speed post/registered post/ courier/ e-mail or by any recognized electronic means, for their comment(s).
2. Convene general meeting to pass a special resolution to make an application with the Registrar of Companies for striking of name.
3. File e-Form MGT-14 along with copy of special resolution with the office of the Registrar of Companies, within thirty days of passing of special resolution
4. Prepare Indemnity Bond in Form STK-3 and Prepare Affidavits in Form STK-4
5. Prepare statement of accounts and have it certified by a chartered accountant.
6. File e-Form STK-2 with the ROC within thirty days of date of statement of accounts.
7. The Registrar shall publish a notice in Form STK-6 of the same after receiving application for inviting objections, if any.
26. What happens to share capital when a company is struck off?
One of the risks associated with the compulsory strike off process for a limited company is that you will not have the opportunity to realize and distribute the assets and share capital before the company is dissolved. That would leave you in a powerless position once it has been struck off.

Before the company is struck off, whether it’s a voluntary or forced strike off, its share capital, reserves or any other assets should be distributed to its creditors and shareholders accordingly. If the value of the company’s share capital is greater than that, the company should either be put into voluntary liquidation before the dissolution or the company should take steps to legally reduce its share capital before applying for strike off.
27. Can a dissolved company be investigated?
It is possible for a company that has been dissolved to be effectively brought back to life by a creditor with a claim against the company and for the conduct of the company directors to be investigated. As the company directors are unlikely to restore the company themselves, it’s most likely to be creditors who will restore the company via the court route.

Once the company has been restored, the creditors could appoint a liquidator to investigate the conduct of the directors. If the liquidator uncovers examples of fraudulent trading, wrongful trading or misfeasance, then the liquidator could bring court action against them. That could lead to the directors being made personally liable for company debts and/or a director disqualification.
28. Can a struck off company be wound up?
A struck off company can only be wound up if action is taken to restore the company to the Register of Companies first. If a winding up order is made against a company that has been struck off, then the usual notices and the advertisement of the winding up order will not be issued. Instead, the official receiver will contact the petitioning creditor to inform them that the company has been struck off. They will advise them to make an application to the court to restore the company if they want the winding up process to continue.

If the petitioning creditor is unwilling to restore the company, the official receiver will consider making an application to the court to do so if there are substantial realizable assets or it’s in the public interest to do so. If the petitioning creditor and the official receiver decide not to restore the company, an application to rescind the winding up order will be made. If the petitioning creditor or the official receiver decides to restore the company to the register, then the winding up proceedings will commence. The liquidator/official receiver will complete their duties and the company director will face a full investigation into their conduct.