What is the compliance for a dormant company?

Meaning and status of a dormant company
A dormant company is one that has no significant financial transactions or business activities for a specific period. It is granted dormant status under section 455 of the Companies Act.

  • The company must apply for dormant status using Form MSC one
  • It should not have active income-generating business
  • No major accounting transactions should be recorded during the year
  • It can retain its legal identity while remaining inactive

Eligibility criteria for dormant company status
To qualify as dormant, the company must meet specific conditions laid down by the Ministry of Corporate Affairs. The aim is to allow companies to exist without full operations.

  • The company must not have any ongoing business activity
  • It should have no significant accounting transactions
  • It must not be a listed or public interest company
  • Should file a special resolution or board resolution approving the status

Annual compliance requirements
Even though dormant, the company must fulfill minimal compliance requirements to maintain legal status. These filings ensure the registrar remains updated.

  • File annual return and financials in Form MSC three annually
  • Maintain a minimum number of directors as per the Act
  • Update changes in registered office or directorship if applicable
  • Conduct at least one board meeting in a half-year period

Exemptions and relaxed compliance norms
Dormant companies enjoy certain exemptions to reduce regulatory burden. These exemptions apply to audit, board meetings, and certain registers.

  • Not required to hold annual general meetings
  • No need to maintain full financial books if inactive
  • Exempted from regular filing of various e forms under the Act
  • Statutory registers may be simplified or consolidated

Maintenance of basic records and filings
Despite exemption from full filings, dormant companies must maintain basic records to preserve corporate structure and avoid strike-off.

  • Keep statutory registers and corporate records updated
  • Maintain registered office and correspondence address
  • Update changes in directors or shareholding through appropriate forms
  • Retain identity proofs and KYC of all directors

Reactivation of dormant status
A dormant company can be reactivated and resume business at any time. It must follow the prescribed procedure to return to active status.

  • File Form MSC four with Registrar of Companies
  • Clear all pending filings and pay applicable fees
  • Update financials and statements to reflect active operations
  • Obtain approval and change status on MCA records

Consequences of non compliance
Failure to comply with minimum requirements may lead to penalties or removal from the register. A dormant company must adhere to its obligations to maintain status.

  • Registrar may strike off the company for non compliance
  • Directors may face penalties under relevant sections of the Act
  • Revival becomes more difficult once the name is removed
  • Legal actions may be restricted if compliance is not maintained

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