♦ Section – 455: Dormant Company:
Sec – 455(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 for obtaining the status of a dormant company, in such manner as may be prescribed.
> Explanation: For the purposes of this section:
(i) “inactive company” means a company which has not:
- been carrying on any business or operation, or
- made any significant accounting transaction during the last 2 FY’s, or
- filed financial statements and annual returns during the last 2 FY’s;
(ii) “significant accounting transaction” means any transaction other than:
- payment of fees by a company to the Registrar;
- payments made by it 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.
Sec – 455(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.
Sec – 455(3): The Registrar shall maintain a register of dormant companies in such form as may be prescribed.
Sec – 455(4): In case of a company which has not filed:
- financial statements or annual returns
- for 2 FY’s consecutively,
the Registrar shall issue a notice to that company and enter the name of such company in the register maintained for dormant companies.
Sec – 455(5): A dormant company shall have such:
- minimum number of directors,
- file documents and
- pay annual fee
as may be prescribed to the Registrar:
- to retain its dormant status in the register and
- may become an active company on an application made
in this behalf accompanied by such documents and fee as may be prescribed.
Sec – 455(6): The Registrar shall strike off:
- name of a dormant company
- from the register of dormant companies,
- which has failed to comply with the requirements of this section.
♦ Applicable Forms Detail:
- E-Form MSC-1 – Application to Registrar for obtaining the status of dormant company:
E-Form MSC-1 is required to be filed pursuant to Section 455(1) of the Companies Act, 2013 and Rule 3 of Companies (Miscellaneous) Rules, 2014.
> Time limit (days) for filing – Within 30 days of passing of special resolution
> Purpose of the e-Form – A company is formed and registered 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 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 statements and annual returns during the last two financial years may make an application in e-Form MSC-1 to the Registrar of Companies for obtaining the status of a dormant company.
- E-Form MSC-3 – Return of dormant companies:
E-Form MSC-3 is required to be filed pursuant to Section 455 (5) of The Companies Act 2013, and Rule 7 of Companies Rules, 2014.
> Time limit (days) for filing – 30 days from financial year end date
> Purpose of the e-Form
A dormant company shall file a return annually in e-Form MSC-3 along with the annual fee within 30 days from the end of each financial year
> Attachments:
√ Certified true copy of Board resolution showing authorization given for filing this declaration.(Mandatory)
√ Duly audited statement of financial position by a chartered accountant in practice.(Mandatory)
- E-Form MSC-4 – Application for seeking status of active company:
E-Form MSC-4 is required to be filed pursuant to Section 455(5) of the Companies Act, 2013 and Rule 8 of Companies (Miscellaneous) Rules, 2014.
> Purpose of the e-Form – A dormant company can file an application to Registrar in e-Form MSC-4 for seeking the status of an active company.
> Attachments:
√ Certified true copy of board resolution authorizing making of this application.
√ Certified true copy of special resolution authorizing for obtaining dormant
√ Auditor’s certificate.
√ Statement of affairs duly certified by Chartered Accountant or Auditor(s) of the company.
√ Copy of approval or no objection certificate (NOC) from the regulatory authority incase company is regulated by such authority.
√ Latest financial statement and annual return of the company is mandatory to attach incase the same is filed to Registrar.
√ Consent of the lender if any loan is outstanding.
√ Certificate regarding no dispute in the management or ownership.
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