Dormant Company Status: Keep Your Company Alive with Minimal Compliance

Not every company is run actively all the time. A business may be on hold, a startup may have paused its operations, or a company may be held only to protect a name, a brand or future plans. Instead of closing the company or struggling with full compliance, the Companies Act, 2013 allows eligible companies to apply for Dormant Company status under Section 455.

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Our fees

The fee for each service offered on this page.

Service	Frequency	Fee
Dormant Company Status Application (Active → Dormant)**	One-time	₹ 9,999
Dormant Company Process to Reactivate (Dormant → Active)**	One-time	₹ 10,999
Dormant Company Compliance – Form MSC-3	One-time	₹ 4,999

* All prices are exclusive of applicable taxes.

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Overview

A dormant company continues to exist legally but follows a much lighter compliance regime. It can be reactivated whenever you want to resume business. At Filing Buddy, we help you decide whether dormant status is right for you, handle the application, and keep you compliant while your company is dormant.

What the Service Includes

Eligibility check, including whether the company has had no significant accounting transaction during the last two financial years
Advice on dormant status versus strike-off or winding up
Drafting of board and shareholder resolutions and a statement of affairs
Filing of Form MSC-1 to apply for dormant status with the ROC
Assistance in obtaining the Form MSC-2 Certificate of Dormant Status
Annual filing of Form MSC-3 (Return of Dormant Company) with financial statements
Maintaining minimum board meetings and statutory records as required for dormant companies
Reactivation of the company, by filing Form MSC-4, when you are ready to resume business
Ongoing compliance support during the dormancy period

Documents Required

Certificate of Incorporation, MOA and AOA
Special resolution passed by members, or consent of at least three-fourths in value of members (as per the rules)
Statement of affairs (assets and liabilities) certified by a Chartered Accountant, not older than 30 days
Audited financial statements for the last financial year(s)
Details of directors, shareholders and charges, if any
No-objection certificates from regulatory bodies or creditors, where applicable
Proof of registered office address
PAN, DIN and DSC of directors
Latest filing status with the ROC and Income Tax Department

Please note

Information is for general guidance. Requirements may vary by case and are subject to change in law.

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Frequently Asked Questions

Who is eligible to become a dormant company?

A company formed for a future project, or one that holds an asset or intellectual property and has no significant accounting transaction. A company that has not carried out business or filed financial statements and annual returns for two consecutive years may also be treated as inactive and apply for dormant status.

Does a dormant company still have to file returns?

Yes. It must file Form MSC-3 each year along with financial statements, and it still needs to maintain a minimum number of directors and hold board meetings as prescribed. Its compliance burden is far lower than that of an active company.

How is dormant status different from striking off a company?

Dormant status keeps the company alive so you can restart later. Strike-off (Section 248) removes the company from the register permanently.

Can a dormant company be made active again?

Yes. By filing Form MSC-4 with the ROC, the company can return to active status and resume business.

Will an ignored dormant company be struck off?

If a company fails to comply with annual filings or other requirements, the ROC may take action, including strike-off. Regular filings are important even in dormancy.