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Dormant Status Filing

MSC-1 application for Dormant Company status under Section 455 — reduce annual compliance to simple MSC-3 return for inactive shelf companies, SPVs, and holding companies.

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Overview

Section 455 of the Companies Act, 2013 allows a company that has not been carrying on any business or significant accounting transactions to apply for Dormant Company status by filing Form MSC-1. A dormant company is relieved of the heavy compliance requirements applicable to active companies — no AGM, no mandatory financial audit, no board meeting minutes requirements — and needs only to file an annual MSC-3 return by April 30 and maintain DIR-3 KYC for all directors.

Dormant status is ideal for: shelf companies held for future use, holding companies with only investment activity, special purpose vehicles (SPVs) temporarily inactive, and companies awaiting regulatory approvals. The company can return to active status at any time by filing Form MSC-4 with a board resolution. Dormant companies cannot remain dormant for more than 5 consecutive years — after which they must either activate or initiate winding up.

MFiling professional charges: from Rs.2,999 (MSC-1 application) | Rs.999/year (ongoing MSC-3 annual return).

Key Benefits

Eliminates AGM and Board Meeting Obligations
Dormant companies are exempt from AGM and mandatory board meeting requirements — significant compliance saving.
Reduces Annual Filing to Just MSC-3
Annual compliance reduced to a single simple MSC-3 return by April 30 — no AOC-4 or MGT-7A required.
No Mandatory Audit Required
Dormant companies with no significant transactions are not required to conduct annual statutory audit.
Preserves Company for Future Use
Company name, CIN, and corporate structure preserved — reactivation possible any time by filing MSC-4.
Prevents Strike-Off for Inactive Companies
Dormant status filing prevents ROC from initiating strike-off under Section 248 for non-filing companies.

Documents Required

Board Resolution for Applying for Dormant Status
Statement of Affairs (last audited financial statements)
Auditor's Certificate Confirming No Significant Accounting Transactions
Confirmation of No Outstanding Loans from Banks or Financial Institutions
Confirmation of No Pending Legal Proceedings or Government Investigations
List of All Directors with DIN and Contact Details

How it Works

Verify Dormant Status Eligibility (Day 1)

Confirm no pending litigation, no bank loans, no MCA defaults in last 2 years, and no ongoing investigations.

Board Meeting — Pass Resolution (Day 1–2)

Pass board resolution approving application for dormant status — authorise director to sign MSC-1.

Regularise Any Pending MCA Filings (Week 1–2)

File all overdue AOC-4, MGT-7A, and ADT-1 forms before applying — dormant status cannot be granted if filings are in default.

File Form MSC-1 on MCA Portal (Day 3–5)

Submit MSC-1 with board resolution, auditor certificate, statement of affairs, and director DSC.

Receive Dormant Company Certificate (7–14 days)

ROC issues Certificate of Dormant Status — company is now officially dormant with reduced compliance obligations.

File Annual MSC-3 Return by April 30 (Annually by April 30)

File simple annual dormant company return by April 30 each year — maintain DIR-3 KYC for all directors.

Frequently Asked Questions

Can a dormant company receive investments or open bank accounts?
A dormant company can maintain a basic bank account for maintenance expenses (registered office fees, ROC fees) and receive share subscription money. However, it cannot conduct any commercial transactions, raise loans, or carry on business. If any significant accounting transaction occurs, the company must file Form MSC-4 to revert to active status before conducting the transaction. MFiling advises on what transactions are permissible for dormant companies.
What happens if a dormant company stays dormant for more than 5 years?
Dormant status cannot exceed 5 consecutive years. Before the 5-year period expires, the company must either file Form MSC-4 to become active or initiate winding up under Section 248 (STK-2 strike-off) or Section 271 (NCLT winding up). If the company takes no action, the ROC may initiate suo motu strike-off proceedings after 5 years of dormancy. MFiling tracks dormancy tenure and alerts clients approaching the 5-year limit.
Service Price
₹2,999
Starting price · GST extra
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Eliminates AGM and Board Meeting Obligations
Dormant companies are exempt from AGM and mandatory board meeting requirements — significant compliance saving.
Reduces Annual Filing to Just MSC-3
Annual compliance reduced to a single simple MSC-3 return by April 30 — no AOC-4 or MGT-7A required.
No Mandatory Audit Required
Dormant companies with no significant transactions are not required to conduct annual statutory audit.
Preserves Company for Future Use
Company name, CIN, and corporate structure preserved — reactivation possible any time by filing MSC-4.
Prevents Strike-Off for Inactive Companies
Dormant status filing prevents ROC from initiating strike-off under Section 248 for non-filing companies.

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Service Price
₹2,999
Starting price · GST extra

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