Section 455 of Companies Act 2013: Dormant Company

SECTION-455 (Dormant company) under CHAPTER-XXIX (Miscellaneous) of the Companies Act, 2013

(1) Where a company is formed and registered under this Act for a future project or to hold an asset or intellectual property and has no significant accounting transaction, such a company or an inactive company may make an application to the Registrar in such manner as may be prescribed for obtaining the status of a dormant company.

Explanation.—For the purposes of this section,—

(i) “inactive company” means a company which has not been carrying on any business or operation, or has not made any significant accounting transaction during the last two financial years, or has not filed financial statements and annual returns during the last two financial years;

(ii) “significant accounting transaction” means any transaction other than—
  (a) payment of fees by a company to the Registrar;
  (b) payments made by it to fulfil the requirements of this Act or any other law;
  (c) allotment of shares to fulfil the requirements of this Act; and

  (d) payments for maintenance of its office and records.

(2) The Registrar on consideration of the application shall allow the status of a dormant company to the applicant and issue a certificate in such form as may be prescribed to that effect.

(3) The Registrar shall maintain a register of dormant companies in such form as may be prescribed.

(4) In case of a company which has not filed financial statements or annual returns for two financial years consecutively, the Registrar shall issue a notice to that company and enter the name of such company in the register maintained for dormant companies.

(5) A dormant company shall have such minimum number of directors, file such documents and pay such annual fee as may be prescribed to the Registrar to retain its dormant status in the register and may become an active company on an application made in this behalf accompanied by such documents and fee as may be prescribed.

(6) The Registrar shall strike off the name of a dormant company from the register of dormant companies, which has failed to comply with the requirements of this section.

Extra Notes for Readers

(1) The Companies Act, 2013 received the assent of the President on the 29th August, 2013 (Published in the Gazette of India, Extraordinary, Part II - Section 1 by Ministry of Law and Justice, Legislative Department on 30th August, 2013).

(2) Section 455 of the Companies Act 2013 was notified by MCA Notification S.O. 902(E) dated 26th March 2014 (w.e.f. 1st April 2014).

(4) Relevant rule(s) of the Companies (Miscellaneous) Rules, 2014, which was notified by MCA vide notification G.S.R. 253 (E) dated 31st March, 2014  (w.e.f. 1st April, 2014)
  • Rule 3 - Application for obtaining status of dormant company [Form MSC-1]
  • Rule 4 - Certificate of status of dormant company [Form MSC-2]
  • Rule 5 - Register of dormant companies
  • Rule 6 - Minimum number of directors for dormant company
  • Rule 7 - Return of dormant companies [Form MSC-3]
  • Rule 8 - Application for seeking status of an active company [Form MSC-4]

Note: Please check MCA site for any further amendments to the Companies (Miscellaneous) Rules, 2014.

This page was last updated on 6th June, 2017.

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