Dormant Company: Section 455 of Companies Act 2013 & Companies Miscellaneous Rules 2014



Quick Summary
A dormant company is ideal for holding assets or intellectual property for future projects without active business operations. To qualify, a company must have no significant accounting transactions, no ongoing investigations or prosecutions, and no outstanding deposits or secured loans. Specific compliance requirements include filing Form MSC 1 for conversion and annual returns in Form MSC 3.

Purpose

  • Start a company for a future project or hold an asset/intellectual property with no significant accounting transactions
  • Inactive company with no significant accounting transactions

(Significant accounting transactions means transactions other than the basic procedural transactions i.e the payment of fees by a company to the Registrar and also payments to fulfil the requirements of this Act or any other law, allotment of shares to fulfil the requirements of this Act and payments for maintenance of its office and records.)

Dormant Company Rules: Companies Act 2013 and 2014

Requirements

  • no inspection, inquiry or investigation ordered/taken up/carried out against the company nor any prosecution initiated/pending 
  • no outstanding deposits
  • No secured loans
  • If unsecured loans, then NOC from unsecured lenders
  • No outstanding statutory taxes

Benefits

  • Only 2 Board meetings in a year
  • Rotation of Auditor not required

How to apply to become a Dormant Company and Compliances?

  • File Form MSC 1 - giving reason for converting to Dormat
  • Annual Return MSC 3, CA audited, within 30 days from end of financial year.
 

Again Convert to active Company

  • File MSC 4
  • If any event happens (which makes the company active), then within 7 days of event, MSC 4 needs to be filed.
  • ROC can convert Dormant to Active, if they see transactions.
 

Consequences

If a company is Dormant Company for 5 years, then ROC can strike off the name.


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About the Author

CA

Proprietor of R.Sethia Associates, Chartered accountants. CA year 2000. Experience in Banking, Corporate law, Manufacturing cos systems and audit, Income Tax etc.

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