Overview
If a company was formed for a future project, holds an intellectual property asset, or has simply paused operations and has no "significant accounting transactions", maintaining it as an active company is expensive due to annual audit and filing requirements. Under Section 455 of the Companies Act, such companies can apply to the ROC via Form MSC-1 to be officially declared "Dormant". A dormant company enjoys massively reduced compliance requirements (no need for cash flow statements, fewer board meetings, simplified annual returns via MSC-3) while keeping its corporate identity and assets fully protected.
What is Included in Our Package
Detailed compliance and filing scope managed by JRC corporate experts.
Documents Required to Start
Upload digital files during onboarding. No physical submissions needed.
Financial & Audit Records
- Auditor’s Certificate showing no significant accounting transactions
- Statement of Affairs detailing current assets and liabilities
- Proof that all previous annual returns (up to the date of application) have been filed
Corporate Approvals
- Certified copy of the Special Resolution passed by 75% of shareholders approving the dormant application
- DSC of the Authorized Director
Step-by-Step Filing Timeline
Our step-by-step advisory workflow.
Step 1: Clear Pending Filings
We ensure the company has filed all its pending AOC-4 and MGT-7 forms up to the current date. You cannot apply for dormancy if you are in default.
Step 2: Pass Resolutions
The company holds an EGM and passes a Special Resolution to apply for dormant status.
Step 3: File MSC-1
We file Form MSC-1, attaching the Statement of Affairs and the resolutions.
Step 4: Approval & Certificate
The ROC reviews the application and issues a certificate allowing the company to maintain a dormant status for up to 5 consecutive years.
Key Advantages of Dormant Status
Dormant status is a legal "hibernate" mode for your company.
Slash Compliance Costs
Dormant companies are exempt from holding 4 board meetings (only 2 required), do not need a cash flow statement, and file a simplified return (MSC-3) instead of AOC-4/MGT-7.
Asset Protection
You can hold real estate or trademarks in the company's name safely without the high running costs of an active entity.
Prevent Strike-Off
Instead of the ROC striking off the company for non-filing (which disqualifies directors), taking dormant status keeps the entity legally alive.
Frequently Asked Questions
Helpful answers to common regulatory inquiries.
What is a "Significant Accounting Transaction"?▼
Any transaction other than payment of ROC fees, payments to fulfill requirements of the Act, allotment of shares, and payments for office maintenance. If you have sales, purchases, or pay salaries, you cannot be dormant.
How long can a company remain dormant?▼
A company can remain on the dormant register for a maximum of 5 consecutive years. Before the 5 years end, it must apply to become active again (Form MSC-4) or it will be struck off.
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