Received an ROC Strike-Off Notice?

An ROC strike-off notice is a formal communication from the Registrar of Companies proposing to remove a company's name from the official register because it appears to be inactive or non-compliant. If your company has received Form STK-1 under Section 248(1) of the Companies Act, 2013, you have thirty days from the date of the notice to file a written representation, along with supporting documents, explaining why the Registrar should not proceed with the strike-off.

This notice is not the same as dissolution — the company is still legally alive until the Registrar actually publishes Form STK-7 in the Official Gazette. But ignoring it triggers automatic strike-off, freezes the company's bank accounts and assets under Section 250, and can disqualify every director from holding a directorship in any other company for five years.

What you have now

Form STK-1 — the notice

A warning that the Registrar intends to strike the company off. The company remains "Active" on the MCA portal.

Law: Section 248(1)
Sent to: Registered office + every director
Your window: 30 days to respond

What happens if you don't respond

Form STK-7 — strike-off

The final notice of striking off and dissolution, published in the Official Gazette. The company ceases to exist.

Law: Section 248(5)
Preceded by: Form STK-5, 30 more days
Effect: Assets vest in Central Govt.

Acting within the 30-day response window, with the right documents, is the difference between a routine compliance fix and a long, expensive NCLT restoration process later.

What Does an ROC Strike-Off Notice Mean?

An ROC strike-off notice means the Registrar of Companies (ROC) has reasonable cause to believe your company is not carrying on any business or has stopped filing statutory returns, and intends to remove its name permanently from the Register of Companies. This is exactly the kind of situation Cardiff Services' regulatory compliance services are built to catch early. The notice itself comes in Form STK-1 and is sent to the company's registered office address as well as individually to every director on record with the Ministry of Corporate Affairs (MCA).

Receiving this notice does not mean your company has already been struck off. It is the first of several stages under Sections 248 to 252 of the Companies Act, 2013 and the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016. Understanding the full timeline matters: the STK-1 notice is the only stage where the company can directly file a representation before the matter is opened up to public and regulatory objections.

Stage	What happens	Company status on MCA
Form STK-1	Notice sent to the company and every director, citing a ground under Section 248(1)	Active — 30 days to respond
Form STK-5 / STK-5A	Public notice on the MCA website, in the Official Gazette, and in one English and one vernacular newspaper	Under process of striking off
Form STK-7	Final notice of striking off and dissolution, published in the Official Gazette	Struck off / dissolved

Only the highlighted stage still lets the company respond directly

Why Do Companies Receive an ROC Strike-Off Notice Under Section 248?

Companies receive an ROC strike-off notice under Section 248(1) on one of four specific grounds, and in practice, gaps in compliance filings — specifically non-filing of annual returns — is by far the most common trigger.

Business not commenced within a year

The company failed to commence its business within one year of incorporation.

No business for two financial years

No business or operation for two immediately preceding financial years, with no application for dormant company status under Section 455.

Subscription money unpaid

Subscribers to the memorandum have not paid the committed subscription money, and no Section 10A declaration was filed within 180 days of incorporation.

Physical verification finds no operations

A physical verification under Section 12(9) reveals the company is not carrying on any business at its registered office.

For most small companies and startup founders, the reason is simple: Form MGT-7 (annual return) and Form AOC-4 (financial statements) were not filed for two consecutive years. Non-filing alone is treated as evidence of inactivity, and the Registrar does not need any court order before issuing a company strike-off notice on this basis — which means even a genuinely operating company can get one by mistake, simply because its compliance filings fell behind.

How Should You Respond to an STK-1 Strike-Off Notice?

You should respond to an STK-1 notice by filing a written representation with the Registrar within 30 days, supported by your pending statutory filings and proof that the company is genuinely operating. Here is the process most companies follow, step by step.

Your response window

Calendar days from the date of the STK-1 notice

Day 0Form STK-1 notice received at the registered office and by every director

By day 30Written representation with supporting documents must reach the Registrar

Verify the notice and check the ground cited
Day one

Log in to the MCA portal and confirm the company's master data, then read the STK-1 carefully to identify which of the four grounds under Section 248(1) the Registrar has cited. This determines what evidence you need to gather next — proof of turnover and bank transactions if the ground is inactivity, or the INC-20A commencement declaration if the ground relates to Section 10A.
File all overdue statutory returns immediately
Before drafting the reply

Before drafting any representation, clear the backlog of Form AOC-4 (financial statements) and Form MGT-7 or MGT-7A (annual return) for the pending years, with proper documentation and filing support in place. A company that has brought its filings up to date has a far stronger case, since non-filing was likely the original trigger for the notice.
Draft a written representation to the Registrar
Within 30 days

Prepare a formal letter addressed to the Registrar of Companies explaining, with dates and figures, why the company should not be struck off — for example, ongoing contracts, bank statements showing transactions, GST returns filed, or an active business premises. Attach a certified copy of the board resolution authorising the response.
Submit the representation with supporting documents
Within 30 days

Send the representation to the jurisdictional Registrar, or to the Centre for Processing Accelerated Corporate Exit (C-PACE) where applicable, before the 30-day window in the notice lapses. Late submissions are frequently not considered once the Registrar has moved to the next stage.
Track the company's status on the MCA portal
After submission

Monitor the master data page regularly. If the Registrar is satisfied, the company continues as 'Active'; if not, the status will change and a public notice in Form STK-5 will follow, opening a fresh 30-day window for objections from any stakeholder.
Consult a professional if the company should stay dormant
If genuinely inactive

In some cases, applying for dormant company status under Section 455 instead of contesting the notice is the more sensible route. Cardiff Services can assess which route legally protects the company while keeping formal compliance minimal.

What Documents Support a Strong Representation?

The Registrar needs a clear written explanation addressing the specific ground cited in the notice — submitting only the pending forms without a formal representation is not enough. The following typically go into a well-supported reply.

Written representation letterFormal reply to the Registrar with dates and figures explaining why the company should not be struck off.

Board resolutionCertified copy authorising the response to the Registrar.

Overdue AOC-4 and MGT-7 filingsProof that pending annual returns and financial statements have been filed.

Bank statementsShowing genuine transactions during the periods the Registrar considers inactive.

GST returns filedEvidence of ongoing tax compliance alongside MCA filings.

Contracts and invoicesProof of ongoing business activity and commercial engagements.

Proof of operating officeEvidence the registered office is active, relevant if the ground is a Section 12(9) verification.

INC-20A declarationWhere the ground cited relates to unpaid subscription money under Section 10A.

Filing overdue returns alone is not enough

Filing overdue AOC-4 and MGT-7 returns after receiving an STK-1 notice does not automatically cancel the strike-off process — you must still submit a formal written representation to the Registrar within the 30-day window, or the Registrar may proceed to Form STK-5 regardless of the filings made.

What Happens If You Don't Respond to the STK-1 Notice?

If you don't respond to the STK-1 notice within 30 days, the Registrar proceeds to publish a public notice in Form STK-5 (and STK-5A in a newspaper), and if no objection is received within a further 30 days, the company's name is finally struck off through Form STK-7. The sequence is fairly mechanical.

Stage 1

Form STK-5 issued

Published on the MCA website and in the Official Gazette. The company's status changes from 'Active' to 'Under process of striking off,' and other regulators are informed.

Stage 2

Form STK-5A published

A parallel notice appears in one English newspaper and one vernacular newspaper circulating near the registered office.

Stage 3

A second 30-day window

Any stakeholder — the company, a director, a creditor, or a regulator such as Income Tax or GST — can object during this period.

Stage 4

Form STK-7 published

The company ceases to exist. Under Section 250 its assets vest in the Central Government, and under Section 251 a fraudulent strike-off can mean personal liability for promoters and directors.

How Has the Company Strike-Off Process Evolved in India?

The company strike-off process in India has moved from a rarely-used, paperwork-heavy provision under the Companies Act, 1956 to a fast, largely automated, data-driven system today, centralised since 2023 under the Centre for Processing Accelerated Corporate Exit (C-PACE).

Before 1991
Removing a defunct company from the register was governed by Section 560 of the Companies Act, 1956, and was used sparingly — company incorporations themselves were relatively few, and Registrar's offices worked almost entirely on paper files with limited cross-checking against tax or banking records.
1990s–2000s
After liberalisation, company formation in India grew rapidly, and a large number of shell or dormant companies accumulated on the register with no realistic way for the ROC to track which ones were still operating. The Ministry of Corporate Affairs responded by digitising company records under the MCA21 e-governance project, making it possible to flag non-filing companies automatically rather than through manual inspection.
2013 onwards
Sections 248 to 252 of the Companies Act, 2013, along with the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, replaced the old Section 560 process and gave the Registrar clearer, time-bound stages: STK-1, STK-5, and STK-7.
Post-2017
Cross-verification between GSTN and MCA data made it easier to identify companies that had stopped filing returns on both fronts, sharply increasing the number of strike-off notices issued each year.
Since May 2023
Voluntary strike-off applications under Form STK-2 are processed centrally through the Ministry of Corporate Affairs (MCA) portal's C-PACE mechanism rather than by individual jurisdictional Registrars, making both voluntary exit and compliance monitoring faster and more consistent across India.

Can a Struck-Off Company Be Revived? How Does NCLT Restoration Work?

Yes, a struck-off company can be revived through an application to the National Company Law Tribunal (NCLT) under Section 252 of the Companies Act, 2013, provided you act within the applicable time limit and can show the company was genuinely operating or that restoration would otherwise be just. Section 252 gives two distinct routes, and founders frequently confuse the two.

Section 252(1)

Appeal against the strike-off order

Any person aggrieved by the Registrar's strike-off order can file an appeal to the NCLT.

Window: 3 years from the order
Who can file: Any aggrieved person

Section 252(3)

Application to restore the company

The company itself, or any member, creditor or workman, can apply — a considerably longer window, but one that requires showing the company was carrying on business at strike-off, or that restoration is otherwise just.

Window: 20 years from the Gazette notice
Who can file: Company, member, creditor, workman

The NCLT restoration process typically involves filing a petition in Form NCLT-9 with supporting affidavits, serving notice on the Registrar and other concerned parties, attending one or more hearings, and — once the Tribunal is satisfied — obtaining an order to restore the struck-off company. After the order, the company must file Form INC-28 with the Registrar within the time specified, clear every pending annual return and financial statement, and only then do the company's bank accounts and other assets, which stood frozen under Section 250, become usable again. This is the only legal way to recover assets and reactivate the company once the STK-7 notice under Section 248(5) has actually been published.

Even a voluntary exit leaves a record

Even after a company is voluntarily struck off through Form STK-2, its name and history remain on record — a fresh company cannot be incorporated with an identical name, and any negotiation, contract, or asset overlooked during the exit will still need a Section 252 restoration to resolve.

What Are the Consequences of Ignoring a Strike-Off Notice for Directors?

Ignoring a strike-off notice does not just end the company — it disqualifies every director who was on the board on the date of strike-off from being appointed or reappointed as a director of any other company for five years under Section 164(2). This catches many founders off guard, particularly serial entrepreneurs who run more than one company.

5 yearsDisqualification from being appointed or reappointed as a director of any company, under Section 164(2).

DIN frozenThe Director Identification Number is deactivated across the entire MCA system.

No new rolesThe director cannot be added to any existing or new company until the disqualification ends or is set aside.

Sec. 251Personal liability persists for creditors and dues if strike-off is later found improper or fraudulent.

Beyond disqualification, directors remain personally responsible for liabilities that existed before the company was struck off — creditors, employees owed dues, and statutory authorities can still pursue directors and officers even after the company's name is removed from the register. Given these consequences, treating an ROC strike-off notice as routine paperwork to be filed away is one of the costlier mistakes a founder or director can make, and it is worth reviewing our services for ongoing ROC compliance support before the next filing deadline is missed.

Frequently Asked Questions

What is an ROC strike-off notice?

An ROC strike-off notice is a communication issued by the Registrar of Companies in Form STK-1 under Section 248(1) of the Companies Act, 2013, informing a company and its directors that the Registrar intends to remove the company's name from the Register of Companies. It is usually triggered by non-filing of annual returns for two consecutive years, failure to commence business within a year of incorporation, or unpaid subscription money. The notice gives the company thirty days to respond with a written representation and supporting documents. It is not a final order — the company remains active until the process is complete.

How do I reply to an STK-1 notice from the ROC?

You reply to an STK-1 notice by filing overdue statutory returns first, then submitting a written representation to the Registrar within thirty days from the date of the notice, explaining why the company should not be struck off. Attach supporting evidence such as bank statements, GST returns, contracts, or proof of an operating office, along with a board resolution authorising the reply. Submitting only the pending forms without a formal representation is not enough; the Registrar needs a clear written explanation addressing the specific ground cited in the notice.

Is it compulsory to respond to a company strike-off notice in India?

Responding is not legally compulsory, but it is the only way to stop the strike-off if you want the company to continue. If you do not respond and the company is genuinely inactive, the strike-off will simply proceed to Form STK-5 and eventually Form STK-7, closing the company automatically. Many dormant companies deliberately let this happen instead of filing a voluntary Form STK-2 application, since it avoids the fee and paperwork of a voluntary exit, though it still triggers the same asset-freeze and director-disqualification consequences.

Can I revive a company after it is struck off by the ROC?

Yes. A company struck off by the ROC can be revived by filing an application with the National Company Law Tribunal (NCLT) under Section 252 of the Companies Act, 2013. The company, its members, or creditors have up to twenty years from the date of the Official Gazette notice to apply, while any aggrieved person can appeal the Registrar's order within three years. The NCLT will restore the company only if satisfied that it was carrying on business at the time of strike-off, or that restoration is otherwise just and necessary.

What happens to a company's bank account after an ROC strike-off notice results in dissolution?

Once the company is dissolved through Form STK-7, its assets, including bank account balances, fixed deposits, and immovable property, stand vested in the Central Government under Section 250 of the Companies Act, 2013. The bank account itself is typically frozen by the bank once it identifies the company's changed status on the MCA portal. The funds and assets can only be released after the company is restored through an NCLT order under Section 252 and the restoration is reflected in the Registrar's records.

Are directors of a struck-off company disqualified from other companies?

Yes. Under Section 164(2) of the Companies Act, 2013, directors of a company that is struck off for failing to file financial statements or annual returns for three consecutive financial years are disqualified from being appointed or reappointed as a director of any company for five years. Their Director Identification Number is deactivated system-wide during this period. Directors seeking to remove this disqualification usually need the company to be restored through NCLT and all pending filings completed before the DIN can be reactivated.

About Cardiff Services

Cardiff Services is a Mumbai-based Chartered Accountant firm with over 10 years of experience in income tax, GST, audit and assurance, company and LLP registration, and regulatory compliance.