Written by the CA & Company Secretary Team, Rudra Capital — advising Private Limited Companies, LLPs, and OPCs on MCA compliance, strike off response, compliance recovery, and Section 252 revival proceedings across Delhi NCR. We have successfully responded to over 80 STK-5 notices and filed 40+ voluntary STK-2 closure applications.
Last reviewed: June 2026 | References: Sections 248–252 Companies Act, 2013 · Companies (Removal of Names) Rules 2016 · C-PACE Operational Guidelines 2023 · MCA General Circular 30/2019 · NCLT Company Rules 2016
Covers: Section 248 explained · C-PACE and faster 2025 timelines · STK-5 notice process · 30-day objection window · Step-by-step response guide · Director personal liability after strike off · Section 252 NCLT revival · Voluntary STK-2 route · 9 expanded FAQs
Company received an STK-5 notice? You have exactly 30 days from the notice publication date — not the date you saw it.
From the day the Registrar of Companies publishes Form STK-5, your company has 30 days to file a written objection with supporting evidence. If no valid objection is submitted, the ROC proceeds directly to Form STK-7 — the dissolution order. Once STK-7 is issued, your company ceases to exist legally. This guide explains the exact steps to stop it.
Strike off under Section 248 of the Companies Act, 2013 is not a warning. It is a dissolution process — and it is now faster than ever, thanks to the Centre for Processing Accelerated Corporate Exit (C-PACE), which has dissolved over 38,600 companies since its launch in April 2023 with processing times under 60 days.
Most companies targeted for strike off are not fraudulent. They are genuine businesses whose annual filings lapsed during difficult periods, dormant holding companies that accumulated compliance gaps over years, or startups that pivoted and forgot to close dormant entities properly. The ROC does not distinguish between intent and outcome — non-filing is non-filing, and the consequence is the same.
If you have received an STK-5 notice — or found your company listed as “Under Process of Striking Off” on the MCA portal — this is what you need to do.
What Is Strike Off Under Section 248 of the Companies Act, 2013?
Section 248 empowers the Registrar of Companies to remove a company’s name from the Register of Companies — dissolving it — when it has reason to believe the company is not operating or is non-compliant. There are two routes:
Section 248(1) — Suo Moto by ROC
ROC initiates on its own motion when it believes:
- Company failed to commence business within 1 year of incorporation
- Company not carrying on business for 2 consecutive preceding financial years
- Company has not applied for dormant status under Section 455
Section 248(2) — Voluntary Application
Company itself applies using Form STK-2 through C-PACE when it wants to formally close — no outstanding liabilities, no pending legal proceedings, all returns filed.
Processing time under C-PACE: approximately 6–8 weeks. Government fee: ₹10,000.
This guide focuses primarily on Route 1 — the suo moto ROC-initiated process that generates the STK-5 notice requiring urgent response.
C-PACE: Why Strike Offs Are Faster in 2026 Than Ever Before
Before April 2023, strike off applications were processed by individual ROC offices across India — with processing times ranging from 6 months to over 2 years. The backlog was enormous. Companies in “Under Process of Striking Off” limbo for years was common.
The Centre for Processing Accelerated Corporate Exit (C-PACE), launched by MCA in April 2023, centralised all strike off proceedings nationally. The results have been dramatic:
- By July 2026: 38,658 companies dissolved through C-PACE
- Voluntary STK-2 applications processed in 6–8 weeks (down from 12–24 months)
- Suo moto STK-5 to STK-7 progression: 45–60 days if no valid objection is received
- All C-PACE communications are electronic — STK-5 notices are published on the MCA portal and in newspapers simultaneously
The critical implication of faster processing: Under the old system, a company could sometimes informally delay a strike off by not responding — knowing the ROC would take years to act. C-PACE has eliminated this. The 30-day objection window in the STK-5 notice is now a hard deadline with no informal extensions. If you miss it, STK-7 follows within weeks.
Received an STK-5 notice? Call our Company Law experts immediately for emergency response assistance — +91-9953572838
The Strike Off Process: STK-5 Notice → 30-Day Window → STK-7 Dissolution
Understanding the exact sequence helps you know precisely where you stand and what the consequences of each action (or inaction) are:
ROC Internal Assessment
ROC/C-PACE identifies the company as a strike off candidate from MCA data: non-filing of AOC-4/MGT-7 for 2+ consecutive years, INC-20A not filed, or zero business activity indicators. Internal verification conducted.
Form STK-5 — Show Cause Notice Published
STK-5 is published: (a) on the MCA portal under the company’s CIN; (b) in the Official Gazette; (c) in one English and one regional language newspaper. The 30-day clock starts from the date of Gazette publication — not from when you personally see it.
30-Day Objection Window — Your Only Chance
Any person with a legal interest — the company, its directors, shareholders, creditors — can submit a written objection to C-PACE within 30 days of the STK-5 publication. The objection must be in writing, state specific grounds, and be backed by supporting evidence. A timely, well-documented objection with proof of compliance restoration stops the process.
C-PACE Reviews Objections
C-PACE reviews all objections received. Valid objections — company is active, compliance now restored, third-party interests exist — result in proceedings being closed. Insufficient, vague, or evidence-free objections are rejected and proceedings continue.
Form STK-7 — Dissolution Order (If No Valid Objection)
If no valid objection is received or objections are rejected: C-PACE issues STK-7. Published in the Official Gazette. The company’s name is removed from the Register of Companies. The company ceases to exist legally from this date. Directors remain personally liable for all pre-dissolution obligations.
Step 1 — File All Pending AOC-4 and MGT-7 Returns Immediately
The most credible objection to an STK-5 notice is one that demonstrates the company is now compliant — meaning all pending annual returns are filed before or simultaneously with the objection submission. An objection without restored compliance is significantly weaker than one accompanied by fresh filing acknowledgements.
Log in to MCA V3 portal → E-forms → Company Forms. Check all pending AOC-4 (financial statements) and MGT-7/MGT-7A (annual returns) filings. File them in chronological order — oldest first, newest last. The portal requires sequential filing.
✓ What filing you need for each year:
- AOC-4 (financial statements) — due within 30 days of AGM, which itself is due by September 30 each year
- MGT-7 or MGT-7A (annual return) — due within 60 days of AGM (by November 28)
- Statutory audit — audited accounts are required before AOC-4 can be filed; arrange with your auditor immediately if accounts are not yet audited
Late filing attracts additional fees: ₹100 per day per form with no cap. For a company that has missed 3 years of filings (6 forms total), accumulated fees can exceed ₹2–3 lakh before any professional service costs. Calculate the total before starting — ensure you have funds to complete all filings.
Need all pending ROC returns filed urgently? Our CA team handles emergency compliance recovery — call us now · +91-9953572838
Step 2 — Clear All Outstanding Statutory Dues
An objection backed by compliance restoration is only credible when the company has also cleared outstanding statutory dues. C-PACE’s reviewers specifically look for open charges, outstanding GST demands, income tax demands, and PF/ESI arrears as indicators of an abandoned company rather than a temporarily non-compliant one.
| Statutory obligation | WHAT TO CLEAR??? | DOCUMENTS NEEDED |
|---|---|---|
| GST | File all pending GSTR-1 and GSTR-3B; pay tax, late fees, and interest | GST filing acknowledgements; challan receipts |
| Income Tax | File pending ITR-6; pay any outstanding tax demands | ITR acknowledgements; demand payment receipts |
| Open Charges (MCA) | File CHG-4 for any loans repaid but charge not satisfied on MCA | Bank No Dues Certificate; MCA CHG-4 SRN |
| EPFO/ESIC | File pending ECR returns; pay arrears if employees existed | ECR filing receipts; challan payments |
| Bank account | Obtain No Objection Certificate confirming no outstanding loans | Bank NOC letter on bank letterhead |
Step 3 — Submit Your Objection in Writing to C-PACE
With compliance restored and dues cleared, prepare and submit your formal objection. This is the most important document in the entire process — its quality directly determines whether the strike off proceedings are halted.
Structure of a strong objection letter
1
Header: Address to “The Registrar, Centre for Processing Accelerated Corporate Exit (C-PACE), Ministry of Corporate Affairs, New Delhi.” Reference the STK-5 notice by its gazette notification date and company CIN.
2
Ground 1 — Business is or was active: Attach GST return filings showing turnover, bank statements showing business transactions, invoices, purchase orders, or any contracts with clients/suppliers. Even one current active contract is evidence of an operating business.
3
Ground 2 — Compliance now restored: Attach acknowledgement SRNs for all freshly filed AOC-4 and MGT-7 returns; challan receipts for all fees and dues paid. This is the strongest possible objection ground — it shows the ROC that the problem causing the notice has been fixed.
4
Ground 3 — Third-party interests at stake: If the company has employees, creditors, pending contracts, or open litigation, attach evidence showing these interests exist and would be harmed by dissolution.
5
Submission: Upload to the MCA portal through the company login (Services → E-forms → Response to Show Cause Notice for Strike Off). Also send by registered post to C-PACE in New Delhi with tracking. Keep proof of both submissions.
Need help drafting your STK-5 objection letter? Require this service — our CS team drafts it for you · +91-9953572838
Director’s Personal Liability After a Company Is Struck Off
This section is critical and widely misunderstood: strike off does not extinguish a director’s personal liability.
Under Section 248(7) of the Companies Act, even after a company is struck off and dissolved, the liability of every director, manager, and member continues as if the company had never been dissolved. Specifically:
Personal liability for company debts
Any creditor — bank, vendor, employee, tax authority — can pursue the directors personally for debts incurred by the company before its strike off. The dissolution of the company does not dissolve the underlying obligations.
Company assets vest in the government
Under Section 248(5), all property and rights belonging to the company at the time of dissolution vest automatically in the central government. Bank balances, receivables, IP, equipment — everything. Recovering these requires a Section 252 NCLT revival order.
Director disqualification risk
If the strike off followed 3 consecutive years of non-filing of annual returns (MGT-7/AOC-4), the directors may also be disqualified under Section 164(2) — the same conduct that caused the strike off risk also triggers director disqualification. Both consequences hit simultaneously.
Fraud exposure for post-dissolution transactions
Any director who continues to operate in the company’s name after the STK-7 dissolution — raising invoices, entering contracts, accepting payments — is personally liable for those acts and may face prosecution under Section 447 of the Companies Act.
Section 252 NCLT Revival — When the Company Is Already Struck Off
If the 30-day objection window was missed and the STK-7 dissolution order has already been issued, revival is still possible — but it requires a formal petition to the National Company Law Tribunal (NCLT) under Section 252 of the Companies Act.
Who can apply for revival
- Any member (shareholder) of the company
- Any creditor of the company
- Any workman/employee
- The Registrar (in certain circumstances)
Key revival parameters
- Time limit: 20 years from STK-7 gazette date
- NCLT can order restoration if just and equitable
- Company must have been active at time of strike off
- All compliance must be restored post-revival
Section 252 revival process:
- File a Company Petition before the NCLT bench in the state of the company’s registered office, served on the ROC/C-PACE as Opposite Party
- The NCLT hears the matter — grounds must show the company was active at the time of strike off, or that it is just and equitable to restore it (pending contracts, employee interests, creditor rights)
- On NCLT revival order: file Form INC-28 (Notice of Order) with the ROC within 30 days
- ROC restores the company’s name and issues a fresh Certificate of Incorporation
- All compliance must be immediately regularised — outstanding AOC-4, MGT-7, ITR, GST returns filed and dues paid
Realistic timeline: 6–18 months depending on NCLT bench workload and complexity. This is why the 30-day STK-5 objection window — which costs 3–7 days of focused work — is almost always preferable to Section 252 revival, which takes months and significant professional fees.
Company already struck off and need NCLT revival? Call our Company Law experts for a free assessment · +91-9953572838
When Voluntary Strike Off (STK-2) Makes Business Sense
Not every strike off situation is an emergency to be prevented. For genuinely dormant companies with no assets, no liabilities, no ongoing business, and no future plans, allowing the suo moto strike off to proceed — or proactively applying for voluntary strike off via Form STK-2 — is a clean and cost-effective way to formally close the entity.
Voluntary STK-2 is the right choice when:
- The company has genuinely ceased all business activity and has no plans to resume
- There are zero outstanding loans, zero GST liability, zero income tax demands, and no open charges on MCA
- All employees (if any) have been settled — PF, gratuity, final settlement
- The directors want to formally close the entity rather than continuing compliance costs indefinitely
- The company has not changed its name, shifted state, or made significant transactions in the last 3 months
✓ STK-2 documents required: Board resolution approving application; special resolution (75% shareholder approval) or consent of all members; Form MGT-14 (for special resolution); Indemnity Bond (Form STK-3) by directors; Affidavit by directors (Form STK-4); Statement of Accounts certified by CA (not older than 30 days); NOC from regulatory authorities if applicable. File with C-PACE on MCA V3 portal. Government fee: ₹10,000.
Company facing strike off proceedings? Act within the 30-day window.
Rudra Capital’s CA and CS team handles STK-5 notice responses with emergency turnaround — pending return filing, dues calculation, objection letter drafting, and MCA portal submission, all within the 30-day window. We have successfully protected over 80 companies from ROC strike off.
Also providing: Voluntary STK-2 closure for dormant companies · Section 252 NCLT revival petitions · Annual compliance management to prevent future strike off risk.
FAQs — ROC Strike Off Notice & Company Revival India 2026
Related reading: Company ROC Compliance Checklist · LLP Annual Compliance · Company Registration Services
