Company Eligible for Dormant Company

1. Company for a future project and has no signification accounting transactions.
2. Company holds an assets or intellectual property and has no signification accounting transactions.

In which Significant Accounting Transaction means any transaction other than—

• Payment of fees to ROC;
• Payments made for fulfilling 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

3. an inactive company

In which Inactive Company means a company which

• Not been carrying on any business or operation or,
• Has not made any significant accounting transaction¹ during the last two financial years or,
• Has not filed financial statements and annual returns during the last two financial years

Following Requirements to be fulfilled before applying for Dormant company:

1.  no inspection, inquiry or investigation has been ordered or taken up or carried out against the company
2. no prosecution has been initiated and pending against the company under any law
3. the company is neither having any public deposits which are outstanding, nor the company is in default in payment thereof or interest thereon
4. the company is not having any outstanding loan, whether secured or unsecured. Provided that if there is any outstanding unsecured loan, the company may apply under this rule after obtaining concurrence of the lender and enclosing the same with Form MSC-1
5. there is no dispute in the management or ownership of the company and a certificate in this regard is enclosed with Form MSC-1
6. the company does not have any outstanding statutory taxes, dues, duties etc. payable to the Central Government or any State Government or local authorities etc
7. the company has not defaulted in the payment of workmen’s dues
8. the securities of the company are not listed on any stock exchange within or outside India.

How to obtain status of Dormant Company

1. Hold Board Meeting to call EGM and to Authorize the director to make application for Dormant with ROC.

2. Obtain approval of shareholders by passing special resolution or obtaining consent of at least of 3/4^th shareholders in value.

3. After obtaining approval, e-form MGT-14 must be filed with ROC.

4. Company will make an application in Form MSC-1 along with fee as may be prescribed.

Reactivation of Dormant Company

In order to move from dormant to active, the company shall do the following:

• File form MSC-4
• File MSC-3
• And pay a prescribed fee.