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Companies Act / Dormant Companies

354. Dormant Company: Annual Compliance and Reactivation

Dormancy reduces the compliance burden but does not eliminate it. A dormant company must file MSC-3 annually, cannot accept deposits, and faces strike-off after five consecutive years of dormancy.

29 Oct 20262 min read

The Dormant Status Application

A company that has not carried on business or operations for two immediately preceding financial years, and has no significant accounting transactions, may apply for dormant status under Section 455 in Form MSC-1. The application must be accompanied by the board resolution and the prescribed fee. The Registrar may grant dormant status after examining the application.

The Annual MSC-3 Filing

A dormant company must file an annual return in Form MSC-3 by the thirtieth day of April each year. The return confirms the company’s dormant status and its financial position. A dormant company that fails to file MSC-3 loses the benefit of dormancy and may face strike-off.

The Restrictions During Dormancy

A dormant company cannot accept or hold public deposits, and must have no significant legal proceedings pending at the time of the application. The company should not undertake business operations during dormancy; a resumption of operations without reactivation is a contravention of the dormant status.

The Five-Year Strike-Off Risk

If a company remains dormant for five consecutive years, the Registrar may initiate strike-off proceedings. The company should either reactivate or seek a fresh dormant status before the five-year period expires. The MCA’s Companies Compliance Facilitation Scheme, 2026 provides a window for defaulting companies to regularise filings or opt for dormancy at reduced fees.

Reactivation Under MSC-4

A dormant company can regain active status by filing Form MSC-4 with the Registrar. The application should include the board resolution, the reasons for reactivation, and the updated financial position. The company should ensure that the reactivation is completed before resuming operations.

Call to Action: For dormant company compliance review, MSC-3 filing, or MSC-4 reactivation, contact office@anujdesaiassociates.com or 9619456656. Website: https://anujdesaiassociates.com. LinkedIn: linkedin.com/in/ca-anuj-desai-122547230.

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