What is a Dormant Company?
A dormant company is a legally registered business that is currently inactive, having no significant transactions or business operations.
It is often created to hold assets, intellectual property, or future business opportunities. Under the Companies Act, 2013, eligible companies
can apply for dormant status to enjoy reduced compliance and simplified annual filings.
Why Register Your Company as Dormant?
- Protect your company name during inactivity
- Lower compliance burden and reduced administrative costs
- Easy reactivation when business resumes
- Simplified annual ROC filings (MSC-3)
- Only two board meetings required per year
Eligibility for Dormant Status
- Minimum directors: 1 (OPC), 2 (Private), 3 (Public)
- Special Resolution passed with 75% shareholder approval
- No outstanding loans, disputes, or investigations
- All statutory dues cleared
- No listed securities on stock exchanges
Dormant Company Registration Process
Board Resolution
Board approves dormant status and schedules the EGM.
EGM & Special Resolution
Shareholders approve the transition to dormant status.
Financial Certification
A CA certifies the company’s Statement of Affairs.
File MGT-14
Special resolution is filed with the ROC within 30 days.
File MSC-1
Application for dormant status submitted with necessary documents.
Dormant Certificate
ROC issues official dormant company approval.
Annual Compliance for Dormant Companies
Even in dormant status, companies must comply with simplified annual requirements:
- File annual return in Form MSC-3
- Maintain basic financial records & have statements audited
- Conduct minimum two board meetings annually
- File income tax return (ITR) if applicable
- Ensure zero financial transactions except permitted minimal expenses
Why Choose ND Salva?
Expert Guidance
We navigate MCA rules and dormant transition requirements with precision.
Accurate Documentation
Board resolutions, certifications, and filings done flawlessly.
Deadline Management
We ensure timely MSC-1 & MSC-3 filings and compliance tracking.
Regulatory Compliance
End-to-end compliance support for both transition and annual duties.
Legal Risk Reduction
We help avoid penalties, defaults, and legal issues during dormancy.
Dedicated Support
Responsive experts ready to assist whenever needed.