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Dormant Status Filing
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Dormant Status Filing

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Overview

What is a Dormant Status Filing?

A company that is formed for a future project, or that holds an asset or intellectual property but has no significant accounting transactions, or that is otherwise inactive, may apply to the Registrar of Companies (ROC) to obtain the status of a “Dormant Company” under Section 455 of the Companies Act, 2013 read with the Companies (Miscellaneous) Rules, 2014. Dormant status allows such a company to remain on the register with significantly reduced compliance obligations, instead of either continuing to bear full annual compliance costs or being struck off.

Note on Dormant Status Filing

Obtaining and Maintaining Dormant Company Status under Section 455 of the Companies Act, 2013

1. Introduction

A company that is formed for a future project, or that holds an asset or intellectual property but has no significant accounting transactions, or that is otherwise inactive, may apply to the Registrar of Companies (ROC) to obtain the status of a “Dormant Company” under Section 455 of the Companies Act, 2013 read with the Companies (Miscellaneous) Rules, 2014. Dormant status allows such a company to remain on the register with significantly reduced compliance obligations, instead of either continuing to bear full annual compliance costs or being struck off.

A company is treated as an ‘inactive company’ if it has not carried on any business or operation, has not made any significant accounting transaction, and has not filed financial statements and annual returns during the last two financial years. Such an inactive company, or a company incorporated for a future project or to hold an asset/intellectual property, may apply to obtain dormant status by filing Form MSC-1, and thereafter file an annual Return of Dormant Company in Form MSC-3.

2. Salient Features of Dormant Status Filing

Obtained through Special Resolution and MSC-1

Dormant status can be obtained by any company (except an inactive company against which any inquiry, inspection, investigation, or prosecution is pending) by passing a Special Resolution and filing Form MSC-1 with the ROC.

Significantly reduced annual compliance burden

A dormant company is exempted from regular annual returns (MGT-7) and full financial filings (AOC-4), and is only required to hold two Board meetings a year (one in each half) with a minimum gap of 90 days.

Annual Return in Form MSC-3

The company must file a simplified Return of Dormant Company in Form MSC-3 within 30 days from the end of each financial year, accompanied by an auditor's certificate.

Maximum period of 5 consecutive years

A company can retain dormant status for a maximum period of 5 consecutive years. If a dormant company does not resume business or file its returns for a prolonged period, particularly for two consecutive financial years without compliance, the ROC may examine its status and initiate strike-off proceedings.

3. Frequently Asked Questions (FAQs)

Collapsible FAQs (or accordions) let visitors browse questions and click to expand answers, keeping pages uncluttered

How can a dormant company become active again? +
Ans. A dormant company must ensure its Return of Dormant Company (Form MSC-3) is up to date and then file an application in Form MSC-4 with the ROC, seeking the status of an active company; on approval, the company's MCA status is updated to ‘Active.’
Does a dormant company need to get its accounts audited? +
Ans. Yes. Even though its compliance burden is reduced, a dormant company must maintain minimal books of account and have its financial statements audited, since the Return of Dormant Company (Form MSC-3) must be accompanied by an auditor's certificate on its financial position.
Is dormant status the same as company strike-off? +
Ans. No. Dormant status allows a company to continue its legal existence on the register with reduced compliance, and it can be reactivated to normal business at any time by filing Form MSC-4. Strike-off, on the other hand, permanently removes the company's name from the register of companies.
Is a Special Resolution mandatory for applying for dormant status? +
Ans. Yes. A company must pass a Special Resolution in a General Meeting (or obtain consent of at least three-fourths of members in value, where permitted) before filing Form MSC-1 to apply for dormant status.


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