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Dormant Company

Conditions for applying for Dormant Status

No inspection, inquiry, or investigation has been ordered or taken up against the
company or no prosecution has been initiated against the company and pending
under any court.
The company does not have any public deposits or interest thereon outstanding for
There is no outstanding loan, secured or unsecured. If there are unsecured loans
then consent of the lender should be obtained and enclosed along with the form.
There should be no dispute or difference amongst the management or promoters of
the company and a certificate to that effect is enclosed.
The company does not have any outstanding tax dues either to central or state
government or local authorities.
The company has not defaulted in payment of its workmens dues;
It is not a listed company

Process for applying for dormant status

Call a Board Meeting for fixing date, time of EGM.

Issue Notice of General Meeting
Engage an Auditor/ Chartered Accountant to issue certificate.
Hold Extra Ordinary General Meeting
Pass Special Resolution.
Authorize director to make application for Dormant with ROC.
File E-form MGT-14 with ROC for filing special resolution.
After filling of form MGT-14, File Form MSC-1 with the registrar.

Attachments with Form MGT-14

Copy of Special Resolution.

Notice of EGM along with Explanatory Statement.

Attachments with form MSC-1:

Copy of Board Resolution.

Copy of Special Resolution.
Auditors Certificate.

Statement of Affairs duly certified by Chartered Accountant or Auditor(s) of the

Latest Financial Statement and Annual Return of the Company is mandatory as an
attachment in Case the Same are filed with Registrar.
Certificate regarding no dispute in the management or ownership
Consent of lender, if any loan is outstanding.

Compliances by a dormant company:

1. Minimum number of directors for dormant company: A dormant company shall have
a minimum number of three directors in case of a public company, two directors in
case of a private company and one director in case of a One Person Company.
2. Return of dormant companies: A dormant company shall file a Return of Dormant
Company annually, inter alia, indicating financial position duly audited by a
chartered accountant in practice in Form MSC-3 along with such annual fee as
provided, within a period of thirty days from the end of each financial year. Provided
that the company shall continue to file the return or returns of allotment and change
in directors in the manner and within the time specified in the Act, whenever the
company allots any security to any person or there is any change in the directors of
the company.