Why ROC issuing Form STK-1 Notices?

Why ROC issuing Form STK-1 Notices?. Form STK-1 is the Registrar of Companies’ (ROC) show-cause notice proposing to remove a company’s name from the Register of Companies under Section 248(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016. Think of it as an official intimation that, based on records and/or verification, the ROC believes your company is inactive or non-compliant because no ROC filings has been done so far and other reporting and intends to proceed with strike-off unless you demonstrate otherwise within the permitted time.
When does STK-1 get issued?
The ROC issues STK-1 when one or more statutory grounds under Section 248(1) appear to be met, notably:

The company failed to commence business within one year of incorporation; or

The company has not carried on any business or operation for two consecutive financial years and did not apply for dormant status under Section 455; or

The subscribers did not pay the subscription they undertook at incorporation and the declaration in INC-20A (Section 10A) was not filed within 180 days; or

On physical verification of the registered office under Section 12(9), it appears the company is not carrying on business/operations.

These are “objective” triggers on which the ROC can start the removal process even without any application from the company.
What exactly does STK-1 say?
STK-1 cites the specific statutory ground(s) (you’ll see checkboxes in the notice) and states that, on that basis, the ROC intends to remove the company’s name. It calls upon the company and/or its directors to send a representation with supporting documents within 30 days of receipt of the notice. If no satisfactory cause is shown, the company’s name becomes liable to be removed, and directors remain personally liable for actions under the Act notwithstanding removal.
Timelines and sequence after STK-1

STK-1 (private notice) to the company/directors seeking objections within 30 days.

If the ROC is not satisfied, a public notice (Form STK-5 / STK-5A) is issued, inviting objections from stakeholders (creditors, income tax/GST authorities, etc.).

After considering objections, the ROC may strike off the company’s name and publish a notice of striking off and dissolution (Form STK-7). The company then stands dissolved from the date mentioned there.

(Note: STK-2/3/4 are used for voluntary strike off by the company under Section 248(2), not for ROC-initiated removal.)
How should a company respond to STK-1?
Your response or reply should be prompt, factual, and document-rich. The goal is either to show that the ground does not apply or, if there are lapses, to cure them quickly and ask for forbearance.
If the company is active (or commenced business)
Write back demonstrating activity with hard evidence recent bank statements, sales/purchase invoices, GST returns, income-tax filings, active contracts/POs, payroll proofs, utility bills at the registered office, and minutes/resolutions evidencing operations. If the issue is only non-filing of annual forms (AOC-4/MGT-7/7A) for two years, clear the backlog immediately and attach the SRNs/challans to show regularisation.
If INC-20A (Section 10A) was missed
If the subscribers did pay their subscription but INC-20A was not filed, regularise without delay (subject to current portal allowances). Attach evidence of subscription receipt in the company’s bank account, and file overdue forms with additional fees. If the company truly never commenced business and has no intention to, consider voluntary strike-off under Section 248(2) after settling liabilities.
If physical verification flagged the registered office
Provide proof that the registered office is functional recent utility bill, rent/lease deed, NOC from the owner, photos with date-stamp and proper signage, and proofs of business activity at that address. If the company recently shifted offices but did not file INC-22, complete that filing with supporting documents.
If the company is genuinely inactive
You can either (i) apply for dormant status under Section 455 (if eligible and strategically suitable), or (ii) co-operate with strike-off by clearing liabilities and ensuring there are no pending prosecutions/charges. If there are assets/liabilities or ongoing litigation, strike-off is generally inappropriate until those are resolved.
Practical drafting tips for the STK-1 representation

Cover letter addressing the ROC, referencing the notice details and date of receipt (to establish the 30-day window).

Point-wise rebuttal of the ground(s) invoked in STK-1, with document references.

Annexures: bank statements, returns, invoices, agreements, utility bills, photos, challans/SRNs of recent filings.

Specific prayer: request to drop the STK-1 proceedings; or, where lapses existed, narrate corrective steps taken and seek time/condonation as appropriate.

Authorised signatory proof: attach board resolution/authorisation letter and KYC of the signatory.

Consequences of ignoring STK-1
If you do not respond or reply (or the ROC is not satisfied), the process moves to public notice and strike-off or removal of the company name from the roc data and master data shall be updated” strike off”. Even after strike-off, directors’ liabilities (including for any past non-compliances, frauds, or tax dues) can continue. Bank accounts are liable to be frozen/closed, contracts become practically unenforceable, and you cannot legally carry on business. Directors also may be disqualified under 164 if they have failed to do the compliances of filing annual returns for more than 3 years.
Can a struck-off company be restored?
Yes. Under Section 252, an appeal/application can be made to the NCLT:

By the company, any member, creditor, or workman within 3 years from the date of publication of the strike-off; or

By any person aggrieved (including government authorities) within 20 years in certain cases.

Restoration generally requires showing that the company was carrying on business or it is just to restore (e.g., assets to be dealt with, litigation pending). Expect to file overdue statutory returns, pay additional fees/penalties, and demonstrate a functional registered office.
STK-1 vs. voluntary strike-off
If your business is defunct and has no liabilities, a voluntary strike-off with STK-2 (filing by the company) is cleaner: you settle dues, close bank accounts, Filing of NIL ITR, extinguish liabilities, and file the mandated indemnity bond (STK-3) and statement of accounts (STK-4). ROC-initiated removal via STK-1 proceeds without your curated clean-up and can leave loose ends, including creditor actions or director exposure.
Form STK-1 is not the strike-off itself; it is a warning and an opportunity. If the company is active, prove it with documents and urgently clear statutory backlogs. If it is truly inactive, take a structured exit (voluntary strike-off) rather than waiting for removal. Either way, respond within 30 days, attach verifiable evidence, and keep a formal trail (cover letter, annexure index, SRNs). Prompt, well-documented engagement with the ROC is the difference between a clean outcome and a prolonged, costlier restoration battle later.

Form STK-1 is the Registrar of Companies’ (ROC) show-cause notice proposing to remove a company’s name from the Register of Companies under Section 248(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016. Think of it as an official intimation that, based on records and/or verification, the ROC believes your company is inactive or non-compliant because no ROC filings has been done so far and other reporting and intends to proceed with strike-off unless you demonstrate otherwise within the permitted time.

When does STK-1 get issued?

The ROC issues STK-1 when one or more statutory grounds under Section 248(1) appear to be met, notably:

The company failed to commence business within one year of incorporation; or
The company has not carried on any business or operation for two consecutive financial years and did not apply for dormant status under Section 455; or
The subscribers did not pay the subscription they undertook at incorporation and the declaration in INC-20A (Section 10A) was not filed within 180 days; or
On physical verification of the registered office under Section 12(9), it appears the company is not carrying on business/operations.

These are “objective” triggers on which the ROC can start the removal process even without any application from the company.

What exactly does STK-1 say?

STK-1 cites the specific statutory ground(s) (you’ll see checkboxes in the notice) and states that, on that basis, the ROC intends to remove the company’s name. It calls upon the company and/or its directors to send a representation with supporting documents within 30 days of receipt of the notice. If no satisfactory cause is shown, the company’s name becomes liable to be removed, and directors remain personally liable for actions under the Act notwithstanding removal.

Timelines and sequence after STK-1

STK-1 (private notice) to the company/directors seeking objections within 30 days.
If the ROC is not satisfied, a public notice (Form STK-5 / STK-5A) is issued, inviting objections from stakeholders (creditors, income tax/GST authorities, etc.).
After considering objections, the ROC may strike off the company’s name and publish a notice of striking off and dissolution (Form STK-7). The company then stands dissolved from the date mentioned there.

(Note: STK-2/3/4 are used for voluntary strike off by the company under Section 248(2), not for ROC-initiated removal.)

How should a company respond to STK-1?

Your response or reply should be prompt, factual, and document-rich. The goal is either to show that the ground does not apply or, if there are lapses, to cure them quickly and ask for forbearance.

If the company is active (or commenced business)

Write back demonstrating activity with hard evidence recent bank statements, sales/purchase invoices, GST returns, income-tax filings, active contracts/POs, payroll proofs, utility bills at the registered office, and minutes/resolutions evidencing operations. If the issue is only non-filing of annual forms (AOC-4/MGT-7/7A) for two years, clear the backlog immediately and attach the SRNs/challans to show regularisation.

If INC-20A (Section 10A) was missed

If the subscribers did pay their subscription but INC-20A was not filed, regularise without delay (subject to current portal allowances). Attach evidence of subscription receipt in the company’s bank account, and file overdue forms with additional fees. If the company truly never commenced business and has no intention to, consider voluntary strike-off under Section 248(2) after settling liabilities.

If physical verification flagged the registered office

Provide proof that the registered office is functional recent utility bill, rent/lease deed, NOC from the owner, photos with date-stamp and proper signage, and proofs of business activity at that address. If the company recently shifted offices but did not file INC-22, complete that filing with supporting documents.

If the company is genuinely inactive

You can either (i) apply for dormant status under Section 455 (if eligible and strategically suitable), or (ii) co-operate with strike-off by clearing liabilities and ensuring there are no pending prosecutions/charges. If there are assets/liabilities or ongoing litigation, strike-off is generally inappropriate until those are resolved.

Practical drafting tips for the STK-1 representation

Cover letter addressing the ROC, referencing the notice details and date of receipt (to establish the 30-day window).
Point-wise rebuttal of the ground(s) invoked in STK-1, with document references.
Annexures: bank statements, returns, invoices, agreements, utility bills, photos, challans/SRNs of recent filings.
Specific prayer: request to drop the STK-1 proceedings; or, where lapses existed, narrate corrective steps taken and seek time/condonation as appropriate.
Authorised signatory proof: attach board resolution/authorisation letter and KYC of the signatory.

Consequences of ignoring STK-1

If you do not respond or reply (or the ROC is not satisfied), the process moves to public notice and strike-off or removal of the company name from the roc data and master data shall be updated” strike off”. Even after strike-off, directors’ liabilities (including for any past non-compliances, frauds, or tax dues) can continue. Bank accounts are liable to be frozen/closed, contracts become practically unenforceable, and you cannot legally carry on business. Directors also may be disqualified under 164 if they have failed to do the compliances of filing annual returns for more than 3 years.

Can a struck-off company be restored?

Yes. Under Section 252, an appeal/application can be made to the NCLT:

By the company, any member, creditor, or workman within 3 years from the date of publication of the strike-off; or
By any person aggrieved (including government authorities) within 20 years in certain cases.

STK-1 vs. voluntary strike-off

If your business is defunct and has no liabilities, a voluntary strike-off with STK-2 (filing by the company) is cleaner: you settle dues, close bank accounts, Filing of NIL ITR, extinguish liabilities, and file the mandated indemnity bond (STK-3) and statement of accounts (STK-4). ROC-initiated removal via STK-1 proceeds without your curated clean-up and can leave loose ends, including creditor actions or director exposure.

Form STK-1 is not the strike-off itself; it is a warning and an opportunity. If the company is active, prove it with documents and urgently clear statutory backlogs. If it is truly inactive, take a structured exit (voluntary strike-off) rather than waiting for removal. Either way, respond within 30 days, attach verifiable evidence, and keep a formal trail (cover letter, annexure index, SRNs). Prompt, well-documented engagement with the ROC is the difference between a clean outcome and a prolonged, costlier restoration battle later.