1. Understanding Dormant Status under the Companies Act, 2013

• A dormant company is one that has been inactive or not carrying on significant business or operations for the last two years.
  
• Companies may apply for this status voluntarily or be marked dormant by the Registrar of Companies (ROC) under Section 455 of the Companies Act, 2013.
  
• A dormant Public Limited Company remains registered but suspended from normal operations, and must be revived to resume business.
  

2. Filing Application for Revival with ROC

• To revive a dormant company, the directors must file Form MSC-4 with the Registrar of Companies (ROC) requesting to regain active status.
  
• The application must be signed using a Digital Signature Certificate (DSC) and accompanied by:
  
  • A Board Resolution approving revival
    
  • Updated financial statements (if any)
    
  • Proof of business resumption (like contracts, purchase orders, or invoices)

3. ROC Scrutiny and Issuance of Active Status

• The ROC reviews the application and verifies if the company:
  
  • Is compliant with statutory filings (e.g., AOC-4, MGT-7)
    
  • Has no ongoing litigation or regulatory restrictions
    
  • Has paid any outstanding fees or penalties
    
• If satisfied, the ROC approves the revival and issues a certificate of active status in Form MSC-5.
  
• Once revived, the company’s name is moved from the dormant list to the active company register.

4. Compliance Restoration and Filing Requirements

• After revival, the company must ensure it is fully compliant by:
  
  • Filing all pending annual returns and financial statements
    
  • Updating Director KYC (DIR-3 KYC) and auditor appointments
    
  • Reconstituting the board or committees, if needed
    
• The company must also resume regular filings under the Companies Act and update stakeholders about its active status.

5. Operational and Regulatory Readiness

• Post-revival, the company can:
  
  • Resume commercial operations and enter into contracts.
    
  • Open or reactivate bank accounts.
    
  • Raise capital, issue shares, or engage in business expansion.
    
• It must continue to meet the obligations of a Public Limited Company, including minimum shareholders, directors, and annual general meetings.