1. Section 455(1)

Where a  company is incorporated and registered under the Act for a future project or to hold an asset or intellectual property and who has not significant accounting transaction, such a Company or an inactive company may make an application to ROC for obtaining the status of Dormant company.

2. Application for obtaining the status of Dormant Company-Rule 3

A. Special Resolution

A special resolution to this effect in general meeting shall be passed or a notice shall be issued to all the shareholders of the company for the purpose for making application to ROC to obtaining the status of a Dormant Company and obtaining consent of at least 3/4th shareholders (in value).

B. Application to ROC

Company may make an application in Form MSC-1 along with the fees as may be prescribed to the registrar for obtaining the status of the Dormant Company.

C. Eligibility for making application us 455

1. No investigation, inspection, inquiry has been taken up or carried out or ordered against the Company.

2. No prosecution has been initiated or pending against the Company.

3. The Company not having public deposit which are outstanding.

4. The company not in default in making repayment of deposit and in payment of interest thereon.

5. The company not having outstanding loan, whether secured or unsecured.

6. There is not management or ownership dispute of the company and a certificate in this regards is attached with MSC-1.

7. The Company does not have any outstanding statutory dues, tax etc.

8. The Company not in default of workmen due

9. The securities of the company are not listed on any stock exchange within or outside India.

D. Consent of lender

If the company have outstanding loan either unsecured or secured then the consent of the lender shall be required and same shall be attached as annexure with Form MSC-1

F. Inactive Company

A Company which-

1.  has not been carrying on any business or operation;

2. has not been made any significant accounting transaction during the last two financial years; or

3. has not filed financial statement and annual return during the last 2 financial years;

G. Significant Accounting Transactions

Any transactions other than-

a. payment of fees by a company to Registrar;

b. payments made by it to fulfill the requirement of this act or any other law;

c. allotment of shares to complied with the requirement of act;

d. payment for maintenance of its office and record.

3. Certificate of Dormant Company Section 455(2)

The Registrar shall issue a certificate in MSC-2 allowing the status of Dormant company to the applicant

4. Non-filling of financial statements and annual return

Where a company not filed financial statements or annual returns for 2 consecutive financial years, the registrar shall issue a notice to that company and enter the name of such company in the register maintained for dormant companies.

5. Minimum requirement of the act

A dormant company shall have the minimum no. of director, file such documents and pay such annual fees 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 documents as may be prescribed.

6. Strike off the name of the dormant company

If a Dormant company failed to comply with the requirement of this section then the name of the company shall be strike off by the Registrar from the register of companies.

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October 2021