The Classic Partners LLP

Dormant Company Status Filing

Obtain and maintain dormant company status under Section 455 of the Companies Act, 2013 — MSC-1 application, annual MSC-3 returns, and MSC-4 reactivation — so you can keep an inactive company alive for a future project or asset at a fraction of the compliance cost.

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What is a Dormant Company?

A dormant company is an inactive company that has obtained the "dormant" tag from the Registrar of Companies under Section 455 of the Companies Act, 2013. A company qualifies as inactive if it has not carried on any business or operation, has made no significant accounting transaction during the last two financial years, or has not filed its financial statements and annual returns for the last two financial years.

Dormant status lets you legally park a company formed for a future project or for holding an asset or intellectual property, with a sharply reduced compliance burden. It is often the smarter alternative to winding up the company when the entity, its name, or its history may be valuable later. When you are ready to restart, the company is simply reactivated and returns to the normal company compliance calendar.

Conditions for Obtaining Dormant Status

No inspection, inquiry, or investigation is pending against the company, and no prosecution is pending under any law.
The company has no public deposits and no outstanding loans — secured or unsecured — unless the lender's consent is obtained.
There is no dispute in the management or ownership of the company, certified by the directors.
No outstanding statutory dues — tax, duty, or amounts payable to workmen.
The company's securities are not listed on any stock exchange in India or abroad.

Dormant Status Procedure — Step by Step

Hold a board meeting to approve the application and call a general meeting.
Pass a special resolution, or obtain consent of holders of at least three-fourths of the share value.
File Form MSC-1 with the ROC along with the statement of affairs certified by the auditor and the prescribed declarations.
The ROC, on being satisfied, issues the certificate of dormant status in Form MSC-2.
Each year, file the return of dormant company in Form MSC-3 within 30 days of the financial year end, with the audited financial position.
Maintain the minimum number of directors and hold at least one board meeting in each half of the calendar year.
When operations resume, apply for active status in Form MSC-4.

Our Dormant Company Services

Eligibility Assessment

Verifying the inactive test, loans, dues, and disputes before applying.

MSC-1 Application

Resolutions, declarations, statement of affairs, and ROC filing for dormant status.

Annual MSC-3 Returns

Yearly return of dormant company with audited financial position, filed on time.

Minimal Statutory Upkeep

Director minimums, half-yearly board meetings, and registers maintained correctly.

Reactivation (MSC-4)

Seamless return to active status when your project or business is ready.

Strike-Off Defence

Protecting non-filing companies from ROC action by regularising or going dormant.

Why Choose The Classic Partners

Honest advice on dormant status versus strike-off based on your future plans.
Complete MSC-1 documentation — declarations and auditor certificates done right.
Annual MSC-3 reminders so dormant status is never lost by oversight.
Transparent fees and a dedicated point of contact for trustees of the entity's future.

Frequently Asked Questions

Which companies can apply for dormant status?

A company formed for a future project or to hold an asset or intellectual property, which has no significant accounting transactions, can apply. An inactive company — one with no business or operations or no significant accounting transactions in the last two financial years, or that has not filed its financials and annual returns for two years — is also eligible.

What counts as a significant accounting transaction?

Any transaction other than payment of fees to the Registrar, payments made to fulfil legal requirements, allotment of shares to comply with the Act, and payments for maintaining the office and records. These four categories are ignored when testing whether a company is inactive.

How long can a company remain dormant?

A company can remain dormant for a maximum of five consecutive financial years. If it stays dormant beyond that, the Registrar initiates the process of striking its name off the register.

What compliance is required while the company is dormant?

The company files an annual return of dormant company in Form MSC-3 within 30 days of the financial year end indicating its audited financial position, maintains the minimum number of directors, and holds at least one board meeting in each half of the calendar year with a gap of not less than 90 days between meetings.

How does a dormant company become active again?

The company files an application in Form MSC-4 along with the latest MSC-3 return. On approval, the Registrar issues a certificate of active status and the company resumes full annual compliance.

Can the ROC itself put a company in the dormant register?

Yes. Where a company has not filed its financial statements or annual returns for two consecutive financial years, the Registrar can issue a notice and enter the company's name in the register of dormant companies on his own motion.

Want to keep your inactive company alive at minimal cost?

Get dormant status approved and maintained — MSC-1, MSC-3, and reactivation handled end to end.