Corporate Restructuring, Valuation and Insolvency · Strike Off and Restoration of Name of the Company and LLP

Strike Off of Company Name under Section 248

Updated 11 October 2026 · Fact-checked

Section 248 lets the Registrar remove a company's name from the register, so the company stands dissolved. It applies to a company that has not commenced business, is not operating, or applies itself after clearing liabilities. To answer a question, identify the ground, notice, 30-day representation period, gazette notice and effect.

Understand Strike Off of Company Name under Section 248

A company is born when it is registered. It normally dies through winding up. Section 248 gives a cheaper exit for companies that exist only on paper. The Registrar of Companies removes the name from the register, and the company stands dissolved.

There are two routes. In the first, the Registrar acts on his own when he has reasonable cause to believe a ground exists. In the second, the company applies itself (voluntary strike off) after extinguishing all its liabilities.

The grounds in sub-section (1) are: (a) the company failed to commence business within one year of incorporation; (c) the company has not carried on any business or operation for two immediately preceding financial years and has not applied for dormant status under section 455; (d) the subscribers have not paid the subscription they undertook to pay and no declaration has been filed within 180 days of incorporation under section 10A(1); (e) physical verification under section 12(9) shows the company is not carrying on business or operations. Clause (b) was omitted in 2015.

The process protects creditors and the public. The Registrar sends a notice to the company and all directors, who can respond within 30 days. Notice is published in the prescribed manner and in the Official Gazette. If no cause is shown, the Registrar may strike off the name and publish a gazette notice. On that publication, the company stands dissolved.

Dissolution does not wipe out liability. The liability of directors, managers, officers exercising management powers, and members continues as if the company had not been dissolved. The Tribunal can still wind up a struck-off company.

Key rules to remember

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)).

How to solve Strike Off of Company Name under Section 248 questions

Use this order for any question on strike off under section 248. It keeps the answer in the provision, facts, conclusion format.

1Identify whether the Registrar is acting suo motu or the company is applying under sub-section (2).
2If the Registrar acts, match the facts to a ground in sub-section (1). Check time periods: one year, two financial years, 180 days.
3Check for exceptions: dormant status application, section 8 company, special Act regulator.
4For voluntary strike off, check liabilities are extinguished, the special resolution or 75% paid-up capital consent, and section 249 restrictions for the previous three months.
5State the procedure: notice to company and directors, 30 days for representations, publication in the Gazette, striking off and gazette notice.
6State the effect: company stands dissolved, but liability of directors, officers and members continues, and the Tribunal can still wind it up.
7Add the remedy if relevant: appeal to the Tribunal under section 252.
8Conclude clearly on the facts given.

Quickest way: Ground, route, notice, effect

When to use it: Use for short case questions where you must decide quickly if a company can be struck off.

Write the ground in one line with its time period.
Write who starts it: Registrar or company.
Note the 30-day notice and Gazette publication.
For voluntary route, tick: liabilities cleared, special resolution or 75%, no section 249 bar.
Close with the effect: dissolved, but liabilities continue, and appeal under section 252.

Common mistakes in Strike Off of Company Name under Section 248

Treating non-commencement as two years instead of one year.
The two-year period for non-operation is confused with the one-year rule.
Fix: Link: one year to commence business; two financial years of no operation.
Ignoring the dormant status exception.
Students memorise the ground but not its condition.
Fix: Always write that the company must also not have applied for dormant status under section 455.
Saying consent of 75% of members by number.
Members are usually counted by head in other provisions.
Fix: Write 75% in terms of paid-up share capital, or a special resolution.
Saying liabilities end on dissolution.
Dissolution sounds final.
Fix: State that section 248(7) keeps the liability of directors, officers and members enforceable, and the Tribunal can still wind up the company.
Missing section 249 restrictions.
Students study only section 248.
Fix: Check the previous three months for name change, shifting of office between States, disposal of property, pending arrangement, or winding up.

Worked examples

Example 1

Anand Textiles Pvt Ltd was incorporated on 1 April 2023 and has not commenced business. The Registrar finds no business and no dormant status application. Advise on the Registrar's power to strike off and the procedure.

Show the solution

Provision: section 248(1)(a) empowers the Registrar where he has reasonable cause to believe a company failed to commence business within one year of incorporation.
Facts: more than one year has passed since 1 April 2023 without commencement, so the ground is satisfied.
Procedure: the Registrar sends notice to the company and all directors of his intention to remove the name, asking for representations within 30 days. Notice is published in the prescribed manner and in the Official Gazette.
If no cause is shown, he may strike off the name and publish notice in the Gazette. The company then stands dissolved.
Before the order he must be satisfied that provision is made for realising dues and discharging liabilities, and may take undertakings from directors.

Answer: Yes. The Registrar may strike off Anand Textiles under section 248(1)(a) after a 30-day notice and Gazette publication, unless cause is shown. The company stands dissolved on gazette publication, and director and member liability continues.

Example 2

Beta Traders Ltd has cleared all its liabilities. A special resolution is passed to strike off its name. Two months ago it shifted its registered office from Gujarat to Maharashtra. Can it apply under section 248(2)?

Show the solution

Provision: a company may, after extinguishing all liabilities, apply with a special resolution or 75% consent by paid-up capital.
Restriction: section 249(1)(a) bars an application if in the previous three months the company has changed its name or shifted its registered office from one State to another.
Facts: the shift happened two months ago, within three months.
Consequence: an application filed would attract a fine up to ₹1,00,000 under section 249(2), and it must be withdrawn or rejected under section 249(3).

Answer: No. Beta Traders cannot apply now because it shifted its registered office between States within the previous three months. It must wait until the three-month window has passed.

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.

Practice questions from Strike Off and Restoration of Name of the Company and LLP

Strike Off of Company Name under Section 248: frequently asked questions

What are the grounds for striking off a company under section 248?

The Registrar may act where the company failed to commence business within one year, has not operated for two preceding financial years without applying for dormant status, subscribers have not paid subscription with no section 10A declaration within 180 days, or physical verification shows no business. A company can also apply itself under sub-section (2).

How does a company apply for voluntary strike off?

It must first extinguish all liabilities and pass a special resolution or obtain consent of 75% members by paid-up capital. It then applies to the Registrar in the prescribed manner. The prescribed form for this is STK-2, which you should confirm in the current Rules.

When does a struck-off company stand dissolved?

It stands dissolved on publication in the Official Gazette of the Registrar's notice of striking off. Before that, the 30-day notice period must pass without cause being shown.

Does strike off end liability of directors?

No. Under section 248(7) the liability of directors, managers, officers exercising management powers and members continues and may be enforced as if the company had not been dissolved.