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A dormant company under the Companies Act, 2013 is a registered entity not engaged in significant business activities or operations. This status is ideal for companies established for future ventures, holding assets, or maintaining intellectual property rights without active trading.
A company cannot retain dormant status for more than five consecutive financial years. After this period, it must either reactivate or face potential strike-off by the Registrar.
Dormant status filing allows companies to minimize compliance requirements while maintaining their registered status, providing a strategic option for businesses in transition, awaiting projects, or temporarily inactive due to various reasons.
A registered business entity not currently engaged in significant business activities, established for purposes such as:
As per Companies Act, 2013, an "Inactive Company" means:
The following are NOT considered significant accounting transactions:
Reserve company name while preparing for business launch
During operational restructuring or strategic changes
Due to illness, travel, maternity leave, or sabbatical
Company incorporated for future venture or project
Dormant status is a strategic option for companies in transition, allowing them to maintain legal existence while reducing operational and compliance burdens.
Protects company name during inactivity, preventing registration of similar names by others.
Significantly lowers regulatory burden and compliance obligations under Companies Act, 2013.
Quick resumption of business activities when opportunities arise without establishing new entity.
Only select provisions of Companies Act apply, simplifying legal compliance requirements.
Exemption from mandatory auditor rotation required for active companies.
Only one board meeting required every six months, reducing administrative burden.
Dormant status offers substantial cost savings through reduced compliance requirements, lower professional fees, and minimized administrative expenses while maintaining corporate existence.
Minimum Directors
Minimum Directors
Minimum Director
Special Resolution in General Meeting OR
Consent of at least three-fourths of shareholders (by value) as per Rule 3 of Companies (Miscellaneous) Rules, 2014
*Note: Companies with outstanding unsecured loans can apply after obtaining lender consent and including it with Form MSC-1 application.
Board passes resolution to apply for dormant status. Authorize one director for the process and notify shareholders about EGM.
Send detailed EGM notice with explanatory statement. Chartered Accountant certifies Statement of Affairs (financials).
Hold Extraordinary General Meeting per Sections 96, 100 and SS-2 to pass special resolution for dormant status.
File special resolution with ROC using Form MGT-14 within 30 days of EGM, including certified copies.
Required Documents:
ROC issues certificate in Form MSC-2 granting dormant status under Section 455(2) of Companies Act.
The register maintained on the Ministry of Corporate Affairs portal is the official register for dormant companies as per Section 455(3) of the Companies Act and Rule 5 of Companies (Miscellaneous) Rules, 2014.
| Form No. | Form Name | Purpose | Timeline |
|---|---|---|---|
| MGT-14 | Registration of Special Resolution | File special resolution for dormant status with ROC | Within 30 days of EGM |
| MSC-1 | Application for Dormant Status | Apply for change of company status to dormant | Within 30 days of special resolution |
| MSC-3 | Annual Return | Annual filing for dormant companies | Within 30 days of financial year end |
Dormant status does NOT absolve companies from all compliance responsibilities. Annual compliance continues in four key areas:
Attachments Required: Board resolution, audited financial position statement, other necessary documents
Compliance 360 offers comprehensive support for dormant status filing and annual compliance, including accounting, statutory audits, tax filings, and ROC returns management.
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We carefully review your company’s financial and operational status to confirm eligibility for Dormant Company registration under MCA rules.
Our team prepares and files all required forms, resolutions, and documents accurately to avoid rejection or resubmission.
By converting your company to dormant status, we help reduce ongoing compliance burden and minimize unnecessary penalties.
From drafting board resolutions to MCA approval, we handle the entire dormant status filing process seamlessly.
Our pricing is clear and affordable with no hidden charges, making compliance stress-free and budget-friendly.
Even after dormant status approval, we guide you on annual minimal compliances to keep your company legally protected.
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