Dormant Company Status Filing in India
Section 455 & Form MSC-1 Under the Companies Act 2013
Eligibility review, board and shareholder approvals, CA-certified Statement of Affairs, Form MSC-1 filing with the ROC, and ongoing MSC-3 annual returns — keep your company alive at minimal cost while holding its name, assets, and revival option intact.
Overview
What Is a Dormant Company Under the Companies Act, 2013?
A dormant company is a legally registered company that has been granted inactive status by the Registrar of Companies (ROC) because it is not carrying on any business and has no significant accounting transactions. Under Section 455 of the Companies Act, 2013, such a company can preserve its legal identity, protect its name, and stay compliant while paying a fraction of the usual regulatory cost.
For promoters holding a company for a future project, an asset, or intellectual property, dormant status is often the smartest way to keep the entity alive without the burden of full annual compliance. A company obtains dormant status by applying to the ROC in Form MSC-1 and receiving a certificate in Form MSC-2.
At N D Savla & Associates, our Mumbai-based Chartered Accountants manage the entire dormant status filing process end to end — from eligibility review and board approvals to Form MSC-1 filing with the ROC and ongoing MSC-3 annual returns. We make sure your application is accepted the first time and that your company never slips into default.
Who Benefits
Which Companies Should Apply for Dormant Status?
Dormant status suits any company that wants to stay registered but is not currently trading. It is most valuable for entities that expect to become active again, or that exist to hold something of value:
Companies Formed for a Future Project
Promoters who incorporate early to lock in a brand name or licence, then pause until funding or approvals arrive, can hold the entity as dormant and reactivate it when the project actually begins — instead of filing nil returns for years.
Companies Holding an Asset or IP
A company set up purely to own a trademark, patent, piece of land, or investment can be kept dormant — continuing to legally own the asset while avoiding the cost and effort of full annual compliance.
Startups Pausing Operations
Early-stage private limited companies and OPCs that need to pause while pivoting, raising a round, or waiting out a slow market can use dormant status to freeze compliance costs instead of dissolving and re-incorporating later.
Inactive Companies Avoiding Strike-Off
A company that has stopped operating but has not filed returns risks being struck off and its directors disqualified. Regularising filings and moving to dormant status is a clean, legal alternative to letting the company lapse into default.
Real Estate SPVs Between Projects
Developers routinely create an SPV per project. Between projects, the SPV can be kept dormant instead of wound up, preserving licences and the entity for the next launch at a fraction of the cost of re-incorporation.
Foreign Subsidiaries Testing the Market
Multinationals that register an Indian subsidiary to test the market can hold it dormant until they are ready to scale, avoiding full compliance on an entity that is not yet trading and preserving the structure for future use.
Eligibility Conditions
Conditions to Qualify for Dormant Status
To be granted dormant status, a company must satisfy a set of conditions confirming it is genuinely inactive and free of dues or disputes. All of the following must be met before filing Form MSC-1:
| Condition | What It Means |
|---|---|
| No significant transactions | Only housekeeping entries permitted — ROC fees, statutory compliance, minimum share allotments, office maintenance |
| Filings up to date | All financial statements and annual returns due up to the date of application must have been filed |
| Special resolution or 3/4th consent | Passed in a general meeting, or written consent of 3/4th of shareholders by value |
| No pending inspection or investigation | No inquiry, inspection, or investigation ordered or pending against the company |
| No public deposits outstanding | No outstanding public deposits or default in their repayment |
| No unpaid dues | No outstanding statutory dues, loans (unless lender consents), or workmen's dues |
| No listed securities | Company must not have securities listed on any stock exchange in India or abroad |
| Minimum board strength | At least 1 director for OPC, 2 for private company, 3 for public company |
MCA Forms
MSC-1, MSC-2, MSC-3 & MSC-4 — The Dormant Lifecycle
Four MCA forms govern the dormant lifecycle, from application to annual maintenance to reactivation:
| Form | Purpose | When Filed |
|---|---|---|
| MSC-1 | Application to the ROC for obtaining dormant company status | At the time of applying for dormant status |
| MSC-2 | Certificate of dormant status issued by the ROC | Issued by ROC on approval of MSC-1 |
| MSC-3 | Annual return of dormant company with audited financials | Within 30 days of the end of each financial year |
| MSC-4 | Application for seeking active (revival) status | When the company resumes business operations |
Our Services
Our Dormant Status Filing Services
Filing for dormant status follows a defined sequence of board approvals, shareholder consent, and ROC filings. We manage the complete process so your application is accepted first time and your company stays compliant year after year.
Eligibility Review & Filing Regularisation
Companies Act 2013 – Section 455
Board Resolution & General Meeting Support
Special Resolution & MGT-14 Filing
Form MGT-14 — within 30 days of the special resolution
CA-Certified Statement of Affairs
Certified within 30 days of the MSC-1 application date
Form MSC-1 Filing & MSC-2 Follow-Up
MSC-3 Annual Return & Reactivation (MSC-4)
MSC-3 — within 30 days of financial year-end every year
Broader Practice
Related Company Compliance Services
Dormant status is one option in a wider set of company compliance tools. Our complete service map covers:
Frequently Asked Questions
Common Questions on Dormant Status Filing
How long can a company remain dormant in India?
What is the difference between dormant status and strike-off?
Can a dormant company hold assets and a bank account?
What happens if a dormant company does not file Form MSC-3?
How do I reactivate a dormant company?
Ready to move your company to dormant status — or keep it compliant hassle-free?
Talk to N D Savla & Associates — eligibility review, MSC-1 filing, MSC-2 certificate, and ongoing MSC-3 compliance under one roof.
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