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There are around 1.5 lakh dormant companies present in Indian corporate sector
according to recent government data which are either incorporated for future project
or to hold only IPRs or assets. Some are yet to carry out the operations or are in
operational stage for a fair period of time. It is not always that by dormant companies
it is meant that they are defunct. They were just not in operation because of the
nature of business they perform.
Certain companies, due to the nature of their business, may not be able to start any
business, for a long time from the date of incorporation as for instance any business
for creation of intellectual property or for a future project and has no significant
accounting transaction. Such a company may be an Inactive company.
CS Divesh Goyal Mob: +91- 8130757966
Practicing Company Secretary, Delhi csdiveshgoyal@gmail.com
GOYAL DIVESH & ASSOCIATES
Construction Companies/ Real Estates companies Incorporate New companies to Hold
Land/ Properties for future projects. This concept is Beneficial for them, by this
Concept they can Incorporate Company and Purchase Property/Land in that
company and get status of Dormant Company, if a company get status of dormant
company there are less compliance in dormant company in comparison of active
company. It will help to save cost of compliances for inactive companies.
Bare Act Language: According to Section 455 of the Companies Act 2013, where a
company is formed and registered under this Act for a future projector to hold an
asset or intellectual property and has
has no significant accounting transaction
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.
* As per Sub- Section 4 Section- 455: Where a company Not Filed or Fails to File
Financial Statements or Annual Return for TWO (2) Financial Year consecutively,
The Registrar of Company (ROC) shall issue a notice to that company and enter the
name of such company in register maintain for Dormant Company.
After filling of form MGT-14, File Form MSC-1 with the registrar.
Attachments:
a. CTC of Board Resolution.
b. CTC of Special Resolution.
c. Auditors Certificate.
d. Statement of Affairs duly certified by Chartered Accountant or
Auditor(s) of the company.
e. Latest Financial Statement and Annual Return of the Company is
mandatory to attach In Case The Same Is Filed To Registrar.
f. Certificate regarding no dispute in the management or ownership
CS Divesh Goyal Mob: +91- 8130757966
Practicing Company Secretary, Delhi csdiveshgoyal@gmail.com
GOYAL DIVESH & ASSOCIATES
g. Consent of lender, if any loan is outstanding.
Processing Type
The eForm will be auto approved (STP).
Email
When an eForm is approved/ rejected by the authority concerned, an
acknowledgement of approval/rejection with related documents is sent to the user in
the form of an email to the email id of the company.
Certificate
A system generated Certificate of status of a Dormant Company is issued by Registrar
and sent to the user as an attachment to the email, after approval is granted. Once the
form is approved the status of the company shall be changed to Dormant under
section 455
NOTE:
II. The company may carry following business transaction in the period of
Dormant:
(a) Payment of fees by a company to the Registrar;
(b) Payments made by it to fulfill the requirements of this Act or any other Law;
(c) Allotment of shares to fulfill the requirements of this Act; and
(d) Payments for maintenance of its office and records.
III. One Person Company (OPC) can also be registered as a dormant company
under section 455.
(Author CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be
contacted at csdiveshgoyal@gmail.com) Disclaimer: The entire contents of this document have
been prepared on the basis of relevant provisions and as per the information existing at the time of
the preparation. Though utmost efforts has made to provide authentic information, it is suggested
that to have better understanding kindly cross-check the relevant sections, rules under the
Companies Act, 2013. The observations of the author are personal view and the authors do not take
responsibility of the same and this cannot be quoted before any authority without the written
Regards,
CS Divesh Goyal
GOYAL DIVESH & ASSOCIATE
Mob: +91-8130757966
csdiveshgoyal@gmail.com