Dormant Company- Procedure, Eligibility, Fees

WHO CAN APPLY FOR DORMANT COMPANY STATUS?

– Company for a future project and has no signification accounting transactions

– Company holds an assets or intellectual property and has no signification accounting transactions

1. “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

2. 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

PROCEDURAL REQUIREMENTS FOR OBTAINING DORMANT STATUS

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

• Attachments of MSC 1–
  • CTC of Board Resolution
  • CTC of Special Resolution
  • 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 in case company is regulated by such authority
  • Latest financial statement and annual return of the company is mandatory to attach in case the same is filed to Registrar
  • Consent of the lender if any loan is outstanding
  • Certificate regarding no dispute in the management or ownership

FESS STRUCTURE

ELIGIBILITY CONDITIONS FOR A COMPANY TO FILE FOR DORMANT STATUS

Company shall be eligible to apply, if-

(i) no inspection, inquiry or investigation has been ordered or taken up or carried out against the company

(ii) no prosecution has been initiated and pending against the company under any law

(iii) the company is neither having any public deposits which are outstanding, nor the company is in default in payment thereof or interest thereon

(iv) 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

(v) there is no dispute in the management or ownership of the company and a certificate in this regard is enclosed with Form MSC-1

(vi) 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

(vii) the company has not defaulted in the payment of workmen’s dues

(viii) the securities of the company are not listed on any stock exchange within or outside India.

The Registrar shall, after considering the application filed in Form MSC-1, issue a certificate in Form MSC-2 allowing the status of a Dormant Company to the applicant.

CONVERSION OF DORMANT COMPANY INTO ACTIVE COMPANY

1. An application, for obtaining the status of an active company shall be made in Form MSC-4.The MSC-4 should be accompanied by the return Form MSC-3 of the Dormant Company.

Provided that the Registrar shall initiate the process of striking off the name of the company if the company remains as a dormant company for a period of consecutive five years.

2. After considering the application filed, the Registrar can approve the application and issue a certificate in Form MSC-5, allowing the status of the Dormant Company to be an Active Company.

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