Chapter XVIII - Removal of Names of Companies from the Register of Companies
Section 249
Section 249: restrictions on applying for strike-off
A company cannot apply to the Registrar for removal of its name under section 248(2) if, in the previous three months, any of the five situations in section 249(1) applies.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) An application under sub-section (2) of section 248 on behalf of a company shall not be made if, at any time in the previous three months, the company— (a) has changed its name or shifted its registered office from one State to another; (b) has made a disposal for value of property or rights held by it, immediately before cesser of trade or otherwise carrying on of business, for the purpose of disposal for gain in the normal course of trading or otherwise carrying on of business; (c) has engaged in any other activity except the one which is necessary or expedient for the purpose of making an application under that section, or deciding whether to do so or concluding the affairs of the company, or complying with any statutory requirement; (d) has made an application to the Tribunal for the sanctioning of a compromise or arrangement and the matter has not been finally concluded; or (e) is being wound up under Chapter XX of this Act or under the Insolvency and Bankruptcy Code, 2016.
(2) If a company files an application under sub-section (2) of section 248 in violation of sub-section (1), it shall be punishable with fine which may extend to one lakh rupees.
(3) An application filed under sub-section (2) of section 248 shall be withdrawn by the company or rejected by the Registrar as soon as conditions under sub-section (1) are brought to his notice.
Introduction
Section 248(2) lets a company that has extinguished its liabilities apply for strike-off. Section 249 sets a three-month look-back to stop applications by companies that are still active or in other proceedings.
Sections 248 to 252 came into force on 26 December 2016 (S.O. 4167(E), per the India Code commencement note). Clause (e) was substituted by the Insolvency and Bankruptcy Code, 2016, section 255 and Eleventh Schedule, effective 15 November 2016.
Key takeaways
Three-month look-back
The bars apply to events at any time in the previous three months.
Five situations
Name or interstate office change; disposal of property for value; other non-closure activity; pending compromise or arrangement; winding up under Chapter XX or the IBC.
Consequences
An application in breach is punishable with fine up to one lakh rupees and must be withdrawn or rejected.
Run the three-month test
Before filing under section 248(2), check whether, in the previous three months, the company changed its name or shifted its registered office between States; disposed of property or rights for value as described in clause (b); engaged in activity other than that needed to apply, decide on applying, conclude its affairs or meet statutory requirements; had a pending compromise or arrangement application before the Tribunal; or is being wound up under Chapter XX or the Insolvency and Bankruptcy Code, 2016.
Permitted activity
Clause (c) allows activity necessary or expedient for making the application, deciding whether to do so, concluding the company’s affairs or complying with any statutory requirement. Keep the closing period limited to such activity.
If the bar is breached
A company filing in violation of sub-section (1) is punishable with fine up to one lakh rupees. Under sub-section (3), the company must withdraw the application, or the Registrar must reject it, as soon as the conditions are brought to the Registrar’s notice. The procedure for applications is in the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.
Practical preparation
Prepare a three-month activity timeline; confirm no name or State-office change; confirm no trading disposals; confirm no pending scheme or winding up; record that liabilities are extinguished before applying under section 248(2).
Practical checklist
Do
- Wait out the three-month period after any barred event.
- Document that closing-period activity was limited to permitted purposes.
Avoid
- Do not apply while a compromise or arrangement application is pending.
- Do not apply during winding up or IBC liquidation.
Illustrative example
Hypothetical: closing after selling stock
A dormant trading company sold its remaining stock for value in the normal course of trading two months ago and now wants to apply for strike-off.
Test
The sale falls within the clause (b) look-back.
Wait
The company waits until three months have passed since the disposal.
Apply
It then applies under section 248(2) after confirming no other bar applies and liabilities are extinguished.
Outcome
- Waiting avoids a barred application, with its fine and rejection.
Glossary
- Strike-off
- Removal of a company’s name from the register of companies under section 248.
- Cesser of trade
- Ceasing to carry on trade or business.
Frequently asked questions
Can a company change its name and then apply for strike-off?
Not within three months of the change; section 249(1)(a) bars the application.
What is the penalty for applying in breach?
Fine up to one lakh rupees, and the application must be withdrawn or rejected.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026