What is a Dormant Company?

A Dormant Company is a registered company that is not actively engaged in any significant business or financial transactions. Companies may choose to become dormant to:

Hold assets or intellectual property,
Reserve a company name for future projects,
Temporarily cease business activities without shutting down completely.

Under Section 455 of the Companies Act, 2013, such companies can apply to the Registrar of Companies (ROC) to obtain "Dormant Status", reducing compliance burdens while retaining legal existence.

Eligibility for Dormant Company Status

Your company may apply for dormant status if:

It is incorporated for a future project or to hold an IP or asset.
It has had no significant financial transactions in the past two years.
It has not filed financial statements or annual returns in the previous two financial years.

❗ Significant transactions exclude:

ROC fee payments,
Allotment of shares,
Office maintenance expenses,
Statutory filings under applicable laws.

Who Can Apply for Dormant Status?

Type of Company	Minimum Directors Required
Private Limited Company	2
Public Limited Company	3
One Person Company (OPC)	1

Additional Conditions:

No ongoing inspections or investigations
No outstanding loans or deposits (unless lender consent is attached)
No listed securities
No management disputes
All dues/taxes are cleared

Benefits of Dormant Company Status

Benefit	Description
🔒 Company Name Protection	Retain your brand identity without active business
📉 Lower Compliance Burden	Relaxed filing & audit requirements
🔁 Easy Reactivation	Resume operations anytime without re-registration
📝 Fewer Meetings	Only one Board Meeting every six months
❌ No Auditor Rotation	Exempt from the mandatory auditor rotation rule
✅ Simplified ROC Filings	Only need to file MSC-3 annually

Procedure for Dormant Company Registration

Step	Description
1️⃣	Board Meeting to pass resolution for applying dormant status
2️⃣	Call Extraordinary General Meeting (EGM) and pass special resolution
3️⃣	Get Auditor Certificate and prepare Statement of Affairs
4️⃣	File Form MGT-14 with the Registrar (within 30 days of EGM)
5️⃣	File Form MSC-1 with required documents and fee
6️⃣	ROC verifies and issues Certificate of Dormant Status (Form MSC-2)

Documents Required for Dormant Company Filing

Board Resolution (certified copy)
Special Resolution (certified copy)
Statement of Affairs (audited)
Auditor’s Certificate
Consent from Lenders (if applicable)
Latest Financial Statement & Annual Return
NOC from any regulatory authority (if applicable)

Annual Compliance for Dormant Companies

While compliance requirements are relaxed, the following must still be fulfilled:

Compliance Area	Requirement
📆 Board Meetings	Minimum one meeting every six months
📊 Financial Statements	Must maintain books of accounts and prepare financials
🧾 Statutory Audit	Mandatory audit of financial statements
🧮 Income Tax Filing	ITR to be filed like active companies
🧷 ROC Return (MSC-3)	Annual Return with audited financials filed within 30 days of FY end

Penalties for Non-Compliance

Failing to maintain compliance even in dormant status may lead to:

Revocation of dormant status
Fines under the Companies Act, 2013
Disqualification of directors
Strike-off proceedings by ROC

Why Choose CA Vakeel for Dormant Status Filing?

Expert Consultation & Document Preparation ✔ Auditor Coordination & Statement of Affairs ✔ Timely Filing of MGT-14 and MSC-1 ✔ Post-Filing Support (MSC-2, MSC-3 Annual Compliance) ✔ End-to-End ROC Liaisoning & Compliance Monitoring

🟢 Preserve your brand without operational hassle. Register your company as dormant - professionally, legally, and swiftly with CA Vakeel.

Have Questions or Ready to File?

📧 Email Us: contact@yourlegalfirm.com 📱 Call Us: +91 98765 43210 Let us simplify your compliance journey – get expert help today!

Dormant Company Registration in India

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