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