CS Professional · Corporate Restructuring, Valuation and Insolvency

Strike Off and Restoration of Name of the Company and LLP: formula sheet

Full chapter guide

Key formulas

Grounds for Registrar's action (s. 248(1)): (a) no commencement within 1 year of incorporation; (c) no business or operation for 2 immediately preceding financial years and no dormant status application under s. 455; (d) unpaid subscription and no s. 10A(1) declaration within 180 days; (e) no business revealed by physical verification under s. 12(9); Clause (b) is omitted. Clause (c) fails if the company applied for dormant status.
Notice and representation: Notice to company and all directors; representations within 30 days from date of notice; Notice is also published in the prescribed manner and in the Official Gazette (s. 248(4)).
Voluntary application (s. 248(2)): After extinguishing all liabilities + special resolution OR consent of 75% members by paid-up share capital + application to Registrar; Registrar then issues public notice. A company under a special Act also needs its regulator's approval.
Exclusion: Sub-section (2) does not apply to a section 8 company; Per s. 248(3). Do not say section 8 companies are wholly outside section 248.
Restrictions on voluntary application (s. 249): No application if in previous 3 months the company changed name or shifted registered office between States, disposed of property for value, engaged in other activity, applied for a compromise or arrangement not finally concluded, or is being wound up under Chapter XX or the IBC; Violation: fine up to ₹1,00,000. The application is withdrawn or rejected once the Registrar is told.
Striking off and dissolution: Gazette notice under s. 248(5) → company stands dissolved; Before the order the Registrar must be satisfied that provision is made for realising dues and discharging liabilities (s. 248(6)).
Who may apply: Company + all liabilities extinguished + special resolution OR consent of 75% members by paid-up capital; Section 248(2). The application goes to the Registrar in the prescribed manner (Form STK-2).
Excluded company: Section 8 company cannot apply under section 248(2); Section 248(3). The bar covers the voluntary route only.
Regulated company: Special Act company needs regulator approval enclosed with the application; Proviso to section 248(2).
Three-month look-back bars: No application if in previous 3 months: name change; State-to-State shift; disposal for value; other activity; pending compromise or arrangement; winding up; Section 249(1)(a) to (e). Winding up covers Chapter XX and the IBC.
Penalty for wrongful application: Fine up to ₹1,00,000; Section 249(2). Under 249(3) the application is withdrawn or rejected once the bar is noticed.
Notice and dissolution: Public notice, then Gazette notice of strike off; company stands dissolved on publication; Section 248(4) and (5). Registrar must first be satisfied about liabilities (248(6)).
Dissolution on strike off: Registrar's notice published in Official Gazette under s. 248(5) → company stands dissolved; Dissolution takes effect on Gazette publication. The Registrar may strike off only after the time in the notice expires and no cause to the contrary is shown.
Continued liability: s. 248(7): liability of directors, managers, officers exercising management power and members continues, enforceable as if the company had not been dissolved; It preserves existing liability. It covers officers who were exercising management power, not every employee.
Registrar's satisfaction before order: s. 248(6): sufficient provision for realising dues and discharging liabilities within a reasonable time; undertakings if necessary; Assets remain available for liabilities even after the removal order, despite the undertakings.
Power to wind up: s. 248(8): Tribunal's power to wind up a struck-off company is unaffected; A struck-off company can still be wound up by the Tribunal.
Restoration windows: s. 252(1): appeal within 3 years of Registrar's order; s. 252(3): application within 20 years from Gazette publication under s. 248(5); Restoration is covered in a separate topic, but know that dissolution can be reversed by the Tribunal.
Notice period: Notice to company and all directors; representations within 30 days of the date of notice (s. 248(1)); Notice under s. 248(1) or (2) must also be published in the Official Gazette (s. 248(4)).
Appeal by aggrieved person: Section 252(1): appeal to NCLT within 3 years from the date of the Registrar's order under section 248; Restoration only if removal is not justified for absence of any ground on which the Registrar passed the order. Hearing of Registrar, company and persons concerned is mandatory.
Application by company, member, creditor or workman: Section 252(3): application within 20 years from publication of the section 248(5) notice in the Official Gazette; Ground: company was carrying on business or in operation when struck off, or it is otherwise just to restore.
Registrar's own application: Second proviso to section 252(1): within 3 years from the date of the order dissolving the company; Available where the strike off was inadvertent or based on incorrect information given by the company or its directors.
Filing the NCLT order: Section 252(2): file the order with the Registrar within 30 days from the date of the order; The Registrar then restores the name and issues a fresh certificate of incorporation.
NCLT's consequential directions: Section 252(3): directions to place company and all persons in the same position, as nearly as may be, as if the name had not been struck off; Applies to orders under sub-section (3).
Registrar's power to strike off an LLP: Reasonable cause to believe LLP is not carrying on business or operation → name may be struck off the register of LLPs; Section 75, LLP Act, 2008. The manner is prescribed by the LLP Rules.
Mandatory safeguard: No strike off without giving the LLP a reasonable opportunity of being heard; Proviso to section 75. Always mention it in your answer.
Who acts: Strike off: Registrar. Restoration: Tribunal (NCLT); Restoration is by application to the Tribunal, not to the Registrar.
Contrast with company: section 248: Company: notice to company and all directors; 30 days for representations; Gazette notice; company stands dissolved on publication; Use only as a comparison. Do not apply these steps to an LLP unless the LLP Rules provide them.
Contrast with company: section 252: Appeal against a section 248 dissolution within 3 years; application by company, member, creditor or workman within 20 years of the Gazette notice; Company provisions only. The LLP restoration timeline comes from the LLP Act and Rules.
Grounds under 378ZP(1): (a) no commencement of business within 1 year of registration; (b) ceases to transact business with Members; (c) Registrar satisfied, after inquiry, that company no longer carries on any object under section 378B; Any one ground is enough. The effect is that the company ceases to exist forthwith.
Proviso to 378ZP(1): Show-cause notice to company + copy to all directors + reasonable opportunity to represent; Mandatory before the order is passed.
Mutual assistance principles ground: 378ZP(2): reasonable cause to believe principles not maintained → strike off per section 248; Follows the general section 248 procedure.
Appeal: 378ZP(3): Member aggrieved by an order under sub-section (1) → Tribunal within 60 days; 378ZP(4): order not effective until appeal disposed of; Appeal lies for orders under sub-section (1), and only a Member can file it.
Section 248 notice period: Notice to company and all directors; representations within 30 days of the date of notice; Applies to the sub-section (2) route through section 248.
Liability after strike off: Section 248(7): liability of directors, managers, officers and members continues as if company not dissolved; 248(8): Tribunal can still wind up; Applies on the section 248 route.

Quick revision

Section 248(1) notice goes to the company and all its directors, with 30 days to send representations.
Ground: no business or operation for two immediately preceding financial years and no dormant status application under Section 455.
Voluntary strike off needs liabilities extinguished first, then a special resolution or consent of 75% members in terms of paid-up share capital.
Section 248(2) does not apply to a company registered under Section 8.
A company under a special Act needs its regulator's approval attached to the application.
The notice is published in the prescribed manner and in the Official Gazette; the company stands dissolved on Gazette publication of the striking off notice.
Liability of directors, managers, officers and members continues as if the company had not been dissolved.
The Tribunal can still wind up a struck-off company.
Section 252(1): appeal within three years from the Registrar's order; the Registrar himself may apply within three years if the strike off was inadvertent.
Section 252(3): company, member, creditor or workman can apply within twenty years of the Gazette notice; the order is filed with the Registrar within 30 days.
LLP Section 75: Registrar may strike off if he has reasonable cause to believe the LLP is not carrying on business, after giving a reasonable opportunity of being heard.
Producer Company Section 378ZP: appeal to the Tribunal within sixty days, and the order does not take effect until the appeal is disposed of.

Common mistakes

Treating non-commencement as two years instead of one year. Fix: Link: one year to commence business; two financial years of no operation.
Ignoring the dormant status exception. Fix: Always write that the company must also not have applied for dormant status under section 455.
Saying a section 8 company can apply voluntarily under section 248(2). Fix: Quote section 248(3): nothing in sub-section (2) applies to a section 8 company.
Counting 75% of members by number instead of paid-up capital. Fix: The consent route is 75% in terms of paid-up share capital. Say so exactly.
Saying the company is dissolved as soon as the Registrar decides to strike off or issues the first notice. Fix: Remember the sequence: notice, 30 days for representations, strike off, Gazette publication. Dissolution occurs on the Gazette publication under section 248(5).
Claiming directors are free of all liability after dissolution. Fix: Quote section 248(7). Liability continues and is enforceable as if the company had not been dissolved.
Applying a single time limit to every applicant. Fix: Link each period to its route: three years for sub-section (1) appeal and Registrar's application, twenty years for sub-section (3) applications.
Counting the twenty years from the date of the Registrar's order. Fix: Under sub-section (3) the period runs from publication in the Official Gazette of the notice under section 248(5).
Applying section 248 and section 252 of the Companies Act to an LLP. Fix: Anchor LLP answers to section 75 of the LLP Act and the LLP Rules. Use the company sections only for contrast.
Forgetting the hearing requirement. Fix: Always write that the LLP must get a reasonable opportunity of being heard before strike off.

Exam tips

Quote the sub-section with each ground, such as section 248(1)(a). Examiners reward precise provisions.
In case questions, check time periods and the section 249 three-month restrictions before concluding.
Always state the effect: dissolution plus continuing liability under section 248(7).
Mention the Tribunal's section 252 appeal as a closing line when facts suggest wrongful strike off.
Draft the notice or resolution wording briefly if asked for practical drafting.
Write the section numbers 248(2), 248(3) and 249(1) in your answer. Examiners look for them in case-based questions.
Always apply the facts to each bar in section 249(1). Do not just list them.
Close with a one-line conclusion: eligible or not, and why.