ROC Strike-Off Notice or Inactive Company? Response Checklist

Who this guide is for

This guide is for directors, promoters and shareholders of private and public companies registered in India who have either received a strike-off communication from the Registrar of Companies (ROC), or who have logged in to the Ministry of Corporate Affairs (MCA) portal and found the company status changed to something other than "Active". It is useful if:

• You received an STK-series notice or email proposing to strike off the company under the Companies Act.
• Your company master data now reads "Under process of striking off", "Strike Off", or "Dissolved".
• Your company stopped trading or never really started, and annual filings have not been done for a year or more.
• You are a director worried about disqualification or a deactivated Director Identification Number (DIN).

It does not cover Limited Liability Partnership (LLP) strike-off, which follows a separate process, nor does it cover insolvency or winding-up proceedings, which are different remedies altogether. The focus here is the ROC-initiated removal of a company's name from the register, and your options to stop it or reverse it.

If your own DIN has been deactivated for a missed director KYC filing, read the companion guide on restoring a DIN after a missed DIR-3 KYC alongside this one, because the two problems often arrive together.

What you can do this weekend

Friday evening

Open the MCA portal and use the View Company / LLP Master Data service. Enter your Corporate Identity Number (CIN) or company name and read the company status carefully. Save a dated screenshot. The status word tells you everything about your urgency: "Active" with a pending notice means you still have a window; "Under process of striking off" means the clock is ticking fast; "Strike Off" or "Dissolved" means you are now in restoration territory.

Find the actual notice. Check the email address and physical address registered for the company, and the company's MCA login for any uploaded communication. Note the date, the reference number, the response period mentioned, and the office that issued it. Write the last date to respond on a calendar in large letters.

Do not panic about debts disappearing. A strike-off removes the company from the register, but it does not erase genuine liabilities, and directors and members can still be pursued. Knowing this stops you from making the mistake of "letting it lapse" to avoid dues.

Saturday

Build a year-by-year list of every pending statutory filing. Most strike-off notices are triggered by missing annual returns and financial statements over consecutive years. Pull the company's filing history from the MCA portal and mark each year as filed or not filed. Add any pending event-based filings, auditor appointment records, and director KYC.

Check each director's position. Confirm whether every director's DIN is active, whether their KYC is up to date, and whether anyone is already flagged as disqualified. A filing cannot be uploaded if the signing director's DIN is deactivated, so this often has to be fixed first.

Confirm you have a valid digital signature certificate (DSC) for at least one authorised director and, where needed, a practising professional. An expired or unregistered DSC will block every upload, so test it now rather than on the deadline. If your DSC is stuck, see the guide on fixing a stuck or expired digital signature certificate.

Sunday

Draft your written representation to the issuing office using the template in this guide. Keep it factual: state that the company is operational or is being regularised, list the filings you are completing, and attach evidence of business activity such as bank statements, GST returns, invoices, or rent and salary records.

Speak to a Chartered Accountant (CA) or Company Secretary (CS). Strike-off and restoration involve strict timelines, fee calculations and tribunal procedure, and a short paid consultation before Monday can save you months. Ask them which route fits your facts: regularise and keep the company, apply for voluntary strike-off, or, if already removed, file for restoration at the NCLT.

Assemble your evidence into a single indexed folder so that on Monday the professional can move straight to filing. Print and scan everything, and keep proof of how and when you submit each document.

Documents and evidence checklist

Step-by-step action plan

Step 1 — Check the company master data and confirm the exact status

Go to the MCA portal and run View Company / LLP Master Data with your CIN. The single most important field is the company status. "Active" with a pending notice means you are still in the consultation window. "Active in progress" or "Under process of striking off" means action has started. "Strike Off" or "Dissolved" means the company is already off the register and you are now looking at restoration. Save a dated screenshot as your baseline, because the status can change between visits.

Step 2 — Read the notice and diarise the deadline

Identify whether the communication is a proposed strike-off (an STK-type notice inviting your objection) or a final order. Notices in the STK series broadly cover the proposal, public notice and the eventual order, but the exact form numbers and timelines are set by the rules and can change, so read your specific notice rather than relying on memory. Record the issue date, the reference, the response period stated, and the office. The deadline in the notice is your hard limit; missing it is what converts a fixable situation into a tribunal matter.

Step 3 — List every pending statutory filing

Strike-off is usually a symptom of non-filing. Pull the filing history and list, year by year, every missing annual return and set of financial statements. Add pending event-based filings, auditor appointment records and director KYC. This list is your work plan. Until these are filed, any representation that the company is "operational" will carry little weight, because the record still shows a non-compliant company.

Step 4 — Fix director KYC, DIN and digital signatures first

You cannot upload a single return if the signing director's DIN is deactivated or the DSC is expired or unregistered. Confirm each director's DIN is active and KYC is complete, and that at least one authorised director holds a valid, MCA-registered DSC. If a DIN is deactivated for a missed KYC, resolve that first using the companion guide on restoring a deactivated DIN. If your DSC itself is the problem, see the guide on a stuck digital signature certificate.

Step 5 — Complete the pending filings with fees

With your CA or CS, prepare and file the overdue financial statements and annual returns. Expect to pay the normal government fee plus additional fees for late filing; the exact amounts depend on the period of delay and are calculated on the portal, so do not rely on a fixed figure you read somewhere. File in the correct order, keep every challan and acknowledgement, and update your master data screenshot once the status reflects the new filings.

Step 6 — File a written representation against the strike-off

Submit a representation to the office that issued the notice, within the deadline. State clearly that the company is operational or is being regularised, attach proof of the filings now completed and any evidence of genuine business activity, and request that the company not be struck off. Use the template later in this guide as a starting point, but have your CS or advocate review it. A representation backed by completed filings and bank or GST evidence is far stronger than a bare request.

Step 7 — Decide: keep, voluntarily close, or restore

If you want to keep the company, completing the filings and representation is usually the path. If you genuinely want to close it, you may be able to apply for voluntary strike-off yourself, which gives directors a cleaner exit than an ROC-initiated removal, provided the company has cleared liabilities. If the company is already shown as struck off, your remedy shifts to restoration. Take professional advice on which of these fits your facts, because the consequences for director liability differ.

Step 8 — If already struck off, apply to the NCLT for restoration

Where the master data already reads "Strike Off" or "Dissolved", restoration is generally sought by an appeal or application to the National Company Law Tribunal (NCLT), within the time limit allowed by law. The tribunal can order the company's name back onto the register, usually on condition that all pending documents are filed and the prescribed fees and any costs are paid. The limitation period is strict and the procedure is technical, so engage a company secretary or advocate promptly rather than attempting it yourself.

Escalation ladder

Copy-paste representation template

Replace the text in square brackets with your own details before sending. Have a CA or CS review it first.

When RTI can help

The Right to Information Act, 2005 applies to public authorities, and the Ministry of Corporate Affairs (MCA) and the Registrar of Companies are public authorities. RTI is useful in a strike-off matter in a few specific situations:

• Getting a copy of the notice and the grounds: If you suspect a notice was issued but never reached you, file an RTI with the Central Public Information Officer (CPIO) of the jurisdictional ROC. Ask for "a copy of any notice, public notice or order issued under the strike-off provisions of the Companies Act in respect of [Company Name], CIN [Your CIN], along with the recorded reasons and the date of issue".
• Proof of how the notice was served: Ask for "details and proof of the mode and date of service of the said notice on the company and its directors". This matters because defective service is often a key ground in a restoration appeal before the NCLT.
• Status of your representation or filings: If you submitted a representation and heard nothing, RTI can be used to ask whether it was received, considered, and what decision, if any, was recorded on the file.

To file an RTI online, see our step-by-step RTI filing guide. The CPIO must ordinarily respond within 30 days. If you get no reply or an unsatisfactory one, use our guide to filing a first appeal under RTI Section 19. For wider strategy on combining grievances and information requests, see how to use CPGRAMS and RTI together, and for deeper research, The RTI Playbook.

When RTI will not help

RTI has clear limits here, and it is important not to rely on it as the remedy:

• RTI cannot stop a strike-off or restore the company: It only gets you records. The actual remedy is to file the pending returns and representation, or to apply to the NCLT for restoration. RTI supports those steps; it does not replace them.
• RTI cannot complete your statutory filings: Only your company, through its directors and professionals, can file the overdue annual returns and financial statements. No information request does this for you.
• RTI does not reach private records: Your auditor's working papers, your CS's internal notes, or a bank's private files about the company are not MCA records and are largely outside RTI. Request those directly from the party that holds them.

Common mistakes to avoid

• Assuming strike-off is a free exit: Letting the ROC strike off the company does not cancel its debts and does not protect directors. Liabilities continue, and a director can face disqualification. If you want out, voluntary closure with cleared liabilities is usually cleaner.
• Ignoring a notice on a dormant company: "We never traded, so it does not matter" is a costly belief. Compliance obligations continue until the company is properly closed, and ignoring the notice can deactivate your DIN and affect your other directorships.
• Sending a representation before filing the returns: A bare letter saying "please do not strike us off" carries little weight while the record still shows years of non-filing. Complete the filings first, then represent with the challans attached.
• Forgetting the DIN and DSC blockers: Many people try to file and only then discover the signing director's DIN is deactivated or the DSC has expired. Fix these first, or you will lose days at the worst possible time.
• Missing the response deadline: The date in the notice is the line between a simple regularisation and a tribunal restoration. Diarise it the moment you read the notice.
• Treating a struck-off company as restorable forever: Restoration through the NCLT is subject to a strict limitation period. The longer you wait, the harder and more expensive it becomes. Act as soon as you discover the status.
• Doing it all alone: Strike-off, fee calculation under the Companies Act, and NCLT restoration are technical. A short paid consultation with a CA or CS is cheap insurance against an irreversible mistake.

If your DIN is the immediate problem, start with restoring a DIN after a missed DIR-3 KYC. If a company-formation or registration step is also pending, our guide on registering an NGO, society, trust or Section 8 company may help you understand the related compliance map. You can also browse the full Business and Company category for sibling guides.