Overview of obtaining “Dormant Company” Status from ROC | |
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Professional Fee |
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Government Fee |
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Time Required |
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Eligibility |
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Brief Process |
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Mandatory Requirements for Obtaining Dormant Status
The legal provisions relating to a dormant company are prescribed under section 455(5) of the Companies Act and Rule 6 of the Companies (Miscellaneous) Rules, 2014. Following is the minimum statutory requirement that the applicant must fulfil before making an application to seek the dormant company status.
Minimum Number of Directors | Special Resolution or Shareholder Consent |
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| Convene an Extraordinary General Meeting (EGM) to pass a special resolution to change the status of the company to Dormant Company and file an MGT-14 form to ROC. |
Additional Conditions
- There is no pending inspection, inquiry or investigation under any law
- The company does not have any public deposits
- The company has not defaulted on payment of interest on deposits.
- There is no outstanding loan payable
- There is no management or ownership dispute
- There is no outstanding tax or government dues.
- There is no default in salary or wage payment
- The company is not listed on the Stock Exchange in India or abroad.
* Note:
A company having an outstanding secured or unsecured loan can also obtain the status of Dormant Company after obtaining written consent from all such lenders or creditors. Such NOC shall be attached to the application.
List of Documents Required To Convert as Dormant Company
- Board Resolution authorising the conversion as Dormant Company
- Copy of special resolution passed in EGMrnment fee such as shops and establishment act or professional tax
- Copy of memorandum of association/articles of association.
- Latest financial statement and company's annual return.
- Statement of affairs duly certified by CA or Auditor
- Consent from the lender if any loan/debt is subsisting.
- Declaration or Certificates from the Directors of the company
Regular Compliance
The companies convert as Dormant to hold property, Intellectual Property Rights or to be utilised for a future business. For example, a real estate developer may buy land for future projects. As a dormant company, ensure that the company meets minimum compliance to following after it has acquired the Dormant Company Status.
Minimum Number of Directors |
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While a company is on Dormant Status, it should meet the requirements of a minimum number of directors all the time under the Companies Act 2013. The minimum number of required directors as per the company type is as follows
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2. Board Meeting |
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Even when the company is dormant, the Board of Directors must meet at least once every six months. |
3. Return of Allotment |
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If the dormant company allots new shares while the company is under Dormant Status, it shall continue to file Return of Allotment in PAS-3 Form. |
4. Registered Address |
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Even if it has acquired dormant status, the company shall continue to maintain its registered office so that communication from the government departments and other stakeholders is received and responded to. |
Permitted Accounting Transactions for Dormant Company |
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An inactive company or a company that does not have any significant accounting transactions acquires a dormant company status. Though no revenue-generating activities are permitted but still a dormant company needs to comply with the applicable laws of India and can only do the following transactions
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