Particulars

Details / Requirements

Relevant Form / Reference

Frequency / Timeline

1. Applicability

Applies to an inactive company or a company formed for a future project or to hold an asset/intellectual property with no significant accounting transaction.

Section 455(1)

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2. Eligibility for Dormant Status

Company must have: 
• No significant accounting transactions during the past 2 financial years 
• No public deposits, no secured/unsecured loans (unless approval obtained) 
• No ongoing legal proceedings

Rule 3 of Companies (Misc. Rules), 2014

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3. Application for Dormant Status

Company may apply to Registrar to obtain dormant status after passing a special resolution to this effect in the general meeting of the company or after issuing a notice to all the shareholders of the company for this purpose and obtaining consent of at least 3/4th shareholders (in value).

Form MSC-1

Anytime (subject to eligibility)

4. Issue of Certificate

Registrar issues a certificate and enters the company name in the Register of Dormant Companies.

Form MSC-2

Within prescribed time after verification

5. Annual Compliance

Every dormant company must file an annual "Return of Dormant Company" stating financial position.

Form MSC-3

Within 30 days from the end of each financial year

6. Minimum Directors

Must have at least 3 directors (Public Co.), 2 directors (Private Co.), or 1 director (OPC).

Section 455(5)

Continuous

7. Payment of Annual Fee

Annual fee for maintaining dormant status must be paid as prescribed.

As per MCA fee schedule

Annual

8. Conversion to Active Company

Company may apply to become active again.

Form MSC-4

Anytime (with proof of compliance)

9. Registrar’s Action

Registrar issues certificate changing the status to Active.

Form MSC-5

Within 30 days of application

10. Automatic Striking Off

If the company fails to comply with conditions of dormant status for 2 consecutive years, ROC may strike off its name.

Rule 8(3)

After 2 years of non-compliance