MCA Section 248 Strike-Off Notice: How to Reply and Restore a Company

By LegalInk Editorial · 2026-09-03

MCA Section 248 Strike-Off Notice: How to Reply and Restore a Company

When the Registrar of Companies issues a strike-off notice under Section 248 of the Companies Act, 2013, the company has a limited window — typically 30 days from the date of the notice — to file a representation objecting to the proposed action. Miss that window and the company's name is removed from the register, with directors facing disqualification under Section 164 of the Companies Act, 2013. Filing a timely representation is the only procedural remedy at this stage.

What Triggers a Section 248 Notice

Under Section 248(1) of the Companies Act, 2013, the Registrar may initiate strike-off proceedings where there are reasonable grounds to believe that a company:

• Has not commenced business within one year of its incorporation.
• Has not carried on business or operations for two immediately preceding financial years and has not applied for dormant company status.
• Has subscribers who have not paid the subscription amount and filed the required declaration within 180 days of incorporation.

The Registrar issues notice to the company and all directors at their registered addresses, and publishes it in the Official Gazette. For most chartered accountants and company secretaries, this notice is the first formal signal that a client's company is on the strike-off track.

How to File a Representation Against a Section 248 Notice

Step 1: Verify the notice and the ground cited

Confirm which limb of Section 248(1) of the Companies Act, 2013 is invoked before drafting anything. The response differs depending on whether the allegation is non-commencement, non-operation, or non-payment of subscription. Pull the company's filing history and cross-check it against the Registrar's stated reason.

Step 2: Compile evidence of business activity

Where the company is alleged to be dormant or non-operational, the representation must show real business activity during the relevant period. Useful documents include:

• Bank statements showing transactions during the relevant period.
• Tax returns, invoices, or transport documents confirming commercial operations.
• Audited financial statements and board resolutions.
• Contracts, purchase orders, or employment records.

A representation is a factual submission — annexures carry far more weight than narrative assertions.

Step 3: Clear pending filings

If the trigger is non-filing, the strongest substantive defence is to clear the backlog before or alongside the representation. File the overdue annual returns and financial statements. Section 248(5) of the Companies Act, 2013 permits the Registrar to strike a company off only after considering representations received, so a reply backed by proof of compliance changes the calculus materially.

Step 4: Draft and submit the representation

The representation is filed directly with the concerned Registrar of Companies. There is no dedicated e-form for the representation itself; it is a written submission addressed to the Registrar that references the notice number, the company's CIN, and the grounds of objection. Attach certified copies of all supporting documents.

Use LegalInk's notice reply workflow to structure the representation, generate a compliant draft, and keep a submission record on the client file.

Consequences of Not Replying

If no representation is filed within the notice period, Section 248(7) of the Companies Act, 2013 permits the Registrar to proceed with striking the company off the register. The consequences compound quickly.

Director disqualification. Section 164 of the Companies Act, 2013 disqualifies a director of a struck-off company from appointment or continuation as director of any other company for five years. This operates automatically, without a separate order.

Continuing personal liability. Strike-off does not extinguish liability for fraud, misrepresentation, or offences committed while the company operated. Creditors retain their rights against directors and officers.

Tax and regulatory exposure. Outstanding tax and other statutory demands do not abate on strike-off. Revenue authorities regularly pursue proceedings against former directors of struck-off companies.

The disqualification risk alone is reason to treat a Section 248 notice as a priority matter rather than routine correspondence.

Restoration After Strike-Off Under Section 252

Where the company has already been struck off — because the notice was missed or the representation rejected — restoration is available under Section 252 of the Companies Act, 2013.

Who can apply

Under Section 252(1) of the Companies Act, 2013, the company, or any member, creditor, or workman aggrieved by the strike-off, may apply to the National Company Law Tribunal for restoration. The application may be made within 20 years of the dissolution, though restoration is realistically pursued within a few years of strike-off.

Grounds for restoration

The Tribunal may order restoration under Section 252(3) of the Companies Act, 2013 if satisfied that the company was carrying on business or operations at the time of strike-off, or that restoration is otherwise just and equitable. In practice the Tribunal looks for:

• Evidence of business activity at the time of strike-off.
• Clearance of pending filings and statutory dues.
• A stated intention to keep the company active.

Post-restoration compliance

Once restoration is ordered, all overdue annual returns, financial statements, and statutory forms must be filed within the timeline the Tribunal specifies. Map the full compliance backlog at the outset — LegalInk's compliance framework for finance professionals provides a structured checklist for exactly this scenario.

Frequently Asked Questions

Can a company stop a strike-off after Gazette publication?

Yes. Publication in the Official Gazette does not finalise the strike-off. The company may file a representation under Section 248(5) of the Companies Act, 2013 until the Registrar passes the final order. File it immediately, even if publication has already occurred.

Can a chartered accountant file the representation, or is a lawyer required?

A chartered accountant or company secretary can draft and file the representation directly with the Registrar of Companies; there is no mandatory requirement for legal representation at this stage. Restoration before the National Company Law Tribunal, however, is a formal tribunal proceeding where representation by an advocate is standard practice.

What is the time limit for a Section 252 restoration petition?

Under Section 252(1) of the Companies Act, 2013, the application must be made within 20 years from the date of the strike-off notice in the Gazette. In practice the Tribunal scrutinises delay closely, so early filing improves the odds of a favourable order.

Are directors of a struck-off company eligible for DIN reactivation?

DIN deactivation tied to disqualification under Section 164 of the Companies Act, 2013 runs for five years. Reactivation generally requires either the disqualification period to lapse or the company to be restored, at which point the disqualification flowing from that strike-off may be revisited. Obtain a formal legal opinion before assuming reactivation is automatic after restoration.

Bottom Line

A timely representation — supported by clean documentation and concurrent filing of overdue returns — remains the most effective response to a Section 248 notice under the Companies Act, 2013. Where strike-off has already occurred, Section 252 of the Companies Act, 2013 offers a structured restoration path, though the compliance burden is heavier and Tribunal timelines add cost.

For notice drafting and compliance tracking, legalink.co.in supports legal and finance professionals handling corporate matters at volume.

Statute citations in this article are verified against LegalInk's verified law registry before publication. Always confirm the current text of any provision before relying on it.

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