How to Restore a Struck Off Company: Section 252

How to restore a struck off company is a question about section 252 of the Companies Act, 2013, and the answer depends on who is asking. The section carries three separate routes back into the register, each with its own applicant, its own clock and its own test that the Tribunal has to be satisfied about. All three end at the same place: an order of the National Company Law Tribunal, filed with the Registrar, and a fresh certificate of incorporation.

This page is about the procedure. The lengths of the three windows, and the strike off machinery that puts a company in this position, are covered on what is strike off of a company.

Which route applies to you

Section 252 does not have one procedure. It has three, and picking the wrong one is the most common way an application goes nowhere.

Route 1: the appeal by a person aggrieved, under section 252(1). Any person aggrieved by an order of the Registrar notifying a company as dissolved under section 248 may file an appeal to the Tribunal within three years from the date of that order. The test the Tribunal applies here is narrow. It may order restoration if it is of the opinion that the removal of the name was not justified in view of the absence of any of the grounds on which the order was passed by the Registrar. In other words, this route attacks the Registrar's ground, not the company's general merit.

Route 2: the Registrar's own application, under the second proviso to section 252(1). Where the Registrar is satisfied that the name was struck off either inadvertently or on the basis of incorrect information furnished by the company or its directors, and that it requires restoration, the Registrar may file an application before the Tribunal seeking restoration, within three years from the date of the dissolution order. The company is not the applicant here.

Route 3: the application by the company, a member, a creditor or a workman, under section 252(3). This is the wide one. Any of those four may apply before the expiry of twenty years from publication in the Official Gazette of the notice under section 248(5). The Tribunal may order restoration if satisfied either that the company was, at the time of its name being struck off, carrying on business or in operation, or that it is otherwise just that the name be restored. Two independent limbs, and the second does not require proving that the company was trading.

The hearing the Tribunal cannot skip

The first proviso to section 252(1) is a procedural requirement, not a courtesy. Before passing any order under the section, the Tribunal shall give a reasonable opportunity of making representations and of being heard to three parties: the Registrar, the company, and all the persons concerned.

Two things follow from the way that is drafted. First, it applies to any order under section 252, not only to the appeal in sub-section (1), so the Registrar gets heard even on a section 252(3) application. Second, "all the persons concerned" is open ended, which is how creditors and members who are not the applicant get into the proceeding.

The application itself is made to the Tribunal in the form and on the fee prescribed by the rules governing NCLT procedure. This page does not state a form number or a fee amount, because the Act does not carry them and we have not read the current rules in primary form. Check the National Company Law Tribunal Rules as they stand on the date you file, rather than a form number quoted in a secondary source.

What restoration actually restores

The order is the halfway point, not the end. Section 252(2) sets out what happens next, and it puts the filing duty on the company:

1. The company files a copy of the order with the Registrar within thirty days from the date of the order.
2. On receipt of the order, the Registrar causes the name to be restored in the register of companies.
3. The Registrar issues a fresh certificate of incorporation.

The certificate is described in the section as fresh, which matters because section 250 provides that the certificate of incorporation of a dissolved company is deemed to have been cancelled from the date in the section 248(5) notice, except for realising amounts due to the company and discharging its liabilities.

The gap years, and who fills them

A company that spent time off the register did not file what it would otherwise have filed. Section 252(3) is the provision that deals with the consequences, and it does so by giving the Tribunal a wide direction power rather than an automatic rule.

Where it orders restoration under sub-section (3), 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.

Two points a reader should take from the wording. It is discretionary, so the directions have to be asked for and justified. And it extends to "all other persons", not only the company, which is the hook for anyone whose position changed while the company was dissolved.

Note also what section 248(7) already provided during the dissolution: the liability of every director, manager or other officer who was exercising any power of management, and of every member, continued throughout and could be enforced as if the company had not been dissolved. Restoration does not create that liability. It was never suspended.

Where this sits in the disclosure picture

Strike off and restoration are Registrar of Companies processes under the Ministry of Corporate Affairs, so they leave their trail in MCA records rather than in exchange filings. For an investor reading a group structure, the relevance is usually an unlisted subsidiary or a shell entity in the chain rather than the listed parent itself.

• What is strike off of a company covers the four grounds in section 248(1), the voluntary route, and the three restoration windows.
• The National Company Law Tribunal is the forum every one of these three routes ends at.
• What is a class action suit under the Companies Act is the other member remedy that runs to the same Tribunal.
• What is a significant beneficial owner is the disclosure that makes the group structures behind these entities legible.

Flock reports the filings themselves, each stamped with its date and linked back to the exchange or regulator that published it. What any of it means for you is your call to make.