Dormant Status of Company
Apply for dormant company status under Section 455 of the Companies Act 2013 — MSC-1 application, special resolution, and annual MSC-3 to maintain status with minimal compliance burden.
Apply for dormant company status
Share your company details. We will handle the MSC-1 application and all compliance filings.
Talk to a CS →A complete dormant status of company package
Special Resolution
Special resolution passed at an EGM or by postal ballot authorising the application for dormant status.
Form MSC-1 Filing
MSC-1 (Application for Dormant Status) filed with ROC — includes special resolution and required documents.
Section 455 Compliance
Verification that all conditions under Section 455 are met before filing the application.
Annual MSC-3 Return
Annual return of dormant company (Form MSC-3) filed every year to maintain dormant status.
MSC-4 to Reactivate
When ready to resume operations, MSC-4 filed to restore active status.
Pending Compliance Clearance
All outstanding compliance (returns, pending filings) cleared before MSC-1 application.
What is needed for dormant status of company
No Significant Transactions
Company must have no significant accounting transactions in the last 2 financial years before applying.
No Outstanding Secured Loans
Company must not have any outstanding secured loans or debentures at the time of application.
Special Resolution Required
A special resolution of shareholders must be passed to apply for dormant status.
All Returns Up to Date
All annual returns and financial statements must be filed and up to date before MSC-1 is filed.
Annual MSC-3 Return
A dormant company must file annual return MSC-3 every year to retain dormant status.
Maximum 5 Years of Dormancy
A company can remain dormant for a maximum of 5 consecutive years before it must resume operations.
A dormant company must still file Form MSC-3 every year. Failure to file MSC-3 can result in the company losing its dormant status or facing penalties. We set up calendar reminders and file MSC-3 annually on your behalf.
Common issues with dormant status of company
Simple steps, no surprises
Eligibility checked
All conditions under Section 455 verified — no significant transactions, no secured loans, all filings current.
Special resolution passed
Special resolution passed at EGM or by postal ballot authorising application for dormant status.
MSC-1 filed
Form MSC-1 filed with ROC along with special resolution, list of directors and other required documents.
Annual MSC-3 maintained
MSC-3 filed annually to retain dormant status — MSC-4 filed when ready to resume operations.
Other services you may need
Frequently asked questions
A dormant company is one that has been incorporated for a future project or to hold assets/intellectual property and has had no significant accounting transactions for the last 2 financial years. Section 455 allows such companies to apply for dormant status.
Form MSC-1 is the application filed by a company to obtain dormant status from the ROC. It must be accompanied by a special resolution of shareholders, the list of directors and a statement confirming no significant transactions in the last 2 years.
Yes. A dormant company must file Form MSC-3 (Annual Return of Dormant Company) every year. Failure to file MSC-3 can result in loss of dormant status and penalties.
A company can remain dormant for a maximum of 5 consecutive years under Section 455. After 5 years, it must either resume active operations or initiate winding up.
A dormant company files Form MSC-4 with the ROC to restore its active status. After filing MSC-4 and obtaining the ROC's acknowledgement, the company can resume normal business operations.
Ready to apply for dormant company status?
We handle MSC-1 application, special resolution, annual MSC-3 and reactivation via MSC-4.