The Ministry of Corporate Affairs has introduced on 24th February, 2026 the Companies Compliance Facilitation Scheme, 2026, effective from 15 April 2026 to 15 July 2026, to enhance corporate compliance and update the registry. The scheme allows companies to regularize pending annual filings by paying only 10% of the additional fees. Inactive entities may apply for dormant status under Section 455 by filing e-form MSC-1 with payment of half the normal fee, or seek striking off through e-form STK-2 by paying 25% of the applicable filing fee. Immunity from penalty under Sections 92 and 137 is available if filings are completed before notice or within 30 days of adjudication notice. The scheme excludes companies already under final strike-off notice, dissolved entities, vanishing companies, or those that previously applied for dormancy. It covers various statutory forms, offering a structured opportunity for compliance correction, dormancy, or closure at reduced financial burden.
Key features for the Companies Compliance Facilitation Scheme, 2026 are:
- The Scheme is aimed at improving compliance levels and ensuring that the corporate registry reflects accurate and up-to-date information.
- it is aimed at facilitating inactive or defunct entities to opt for dormancy/closure by paying lesser fees.
- Companies have an option to get their pending annual filings completed by paying only 10% of the total additional fees payable on account of delays;
- Companies have an option to get their companies declared as ‘dormant company’ under section 455 of the Act by filing e-form MSC-1 and paying half of the normal fee payable under the rules.
- The said provision enables inactive companies to remain on the register of the companies with minimal compliance requirements;
- Companies have an option to get their companies struck off by filing an application in e-form STK-2 during the currency of the scheme, by paying 25% of the filing fees.
- The scheme shall come into force on 15.04.2026 and shall remain in force till 15.07.2026 ( 3 months period )
- Forms covered under this schemes are:
- MGT-7,
- MGT-7A,
- АОС-4,
- АОC-4 CFS,
- AOC-4 NBFC (Ind AS),
- AOC-4 CFS NBFC (Ind AS),
- AOC4 (XBRL),
- ADT-1,
- FC-3,
- FC-4
- Form 20B,
- Form 21A,
- Form 23AC,
Form 23ACA, - Form 23AC-XBRL,
- Form 23ACA-XBRL,
- Form 66
- Form 23B
Applicability of the scheme:
- This scheme is applicable to all the companies with exceptions below.
Exceptions to the applicability of the scheme:
- companies against which action of final notice for striking off the name u/s 248 of the Act has already been initiated by the Registrar;
- companies which have filed application for striking off their name from the register of companies
- companies which have filed for obtaining Dormant Status under section 455 of the Act before the inception of this Scheme
- companies which have been dissolved pursuant to a scheme of amalgamation under the Act
- vanishing companies
Manner of payment of normal fees and additional fees
- Normal fees: As prescribed under the rules
- Additional fees: 10% of the additional fees as prescribed under the rules
- Every company which files an application for obtaining the status of a “dormant company” under section 455 in e-form MSC-1 shall pay a fee of
one-half of the normal filing fees applicable in this regard under the rules. - Every company which applies for striking off by filing e-form STK-2 shall be required to pay only 25% of the applicable filing fees under Companies (Removal of Name of Companies from the Register of Companies) Rules, 2016.
Immunity pursuant to the filing of relevant e-forms
- In view of the express provisions of the proviso to section 454(3), the relevant proceedings under section 92 or section 137 shall be concluded and no penalty shall be leviable, if the filings are made under the scheme:
i. prior to issuance of the notice by the adjudicating officer; or
ii. within thirty days of the issuance of the notice by the adjudicating officer. - In all other cases, i.e. where the filings are made under the scheme but the period of 30 days, after the issuance of notice for adjudication, has expired, or where the adjudication order imposing the penalty for the defaults under section 92 and section 137 has already been passed, the liabilities of the companies and its officers to pay the penalties
- In respect of e-forms ADT-1, FC-3, FC-4, Form 20B, Form 21A, Form 23AC, Form 23ACA, Form 23AC-XBRL, Form 23ACA-XBRL, Form 66 and Form 23B, the immunity would be granted against any prospective penal action in respect of delayed filings of such forms, if:
i. the said forms are filed under the Scheme; and
ii. no prosecution has been filed, or adjudication proceedings have been initiated by issuance of a show cause notice, for such default, before the filing of such forms under the Scheme.
Definitions:
Section 455. Dormant company under The Companies Act 2013
(1) Where a company is formed and registered under this Act for a future project or to hold an asset or intellectual property and has no significant accounting transaction, such a company or an inactive company may make an application to the Registrar in such manner as may be prescribed for obtaining the status of a dormant company.
Explanation.—For the purposes of this section,—
(i) “inactive company” means a company which has not been carrying on any business or operation, or has not made any significant accounting transaction during the last two financial years , or has not filed financial statement and annual returns during the last two financial years;
(ii) “significant accounting transaction” means any transaction other than—
(a) payment of fees by a company to the Registrar;
(b) payments made by it to fulfil the requirements of this Act or any other law;
(c) allotment of shares to fulfil the requirements of this Act; and
(d) payments for maintenance of its office and records.
(2) The Registrar on consideration of the application shall allow the status of a dormant company to the applicant and issue a certificate in such form as may be prescribed to that effect.
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