Dormant Status (MSC-1)
Apply for dormant company status via Form MSC-1 for an inactive company with no significant transactions.
What's covered
- Sec 455 of the Companies Act 2013 allows a company that has no significant accounting transaction, or that has been inactive for two financial years, to apply to the Registrar for the status of a dormant company. The status is designed for companies formed to hold an asset or intellectual property, or for a future project, that are not currently trading but wish to retain their incorporation.
- The application is made in Form MSC-1, supported by a special resolution (or the written consent of at least three-fourths of the members) and a chartered-accountant-certified statement of affairs. Where a special resolution is required it is filed in MGT-14 within 30 days of being passed. On approval the Registrar issues a certificate of dormant status in Form MSC-2.
- To be eligible the company must keep the minimum number of directors — three for a public company, two for a private company and one for a one-person company — must not be listed, must have no public deposits or unpaid dues, and must not be under any inspection, inquiry or prosecution. A company cannot remain dormant for more than five consecutive financial years, after which it is either reactivated or struck off.
- Dormant status does not switch off every obligation: the company must still maintain its books, have its accounts audited, file the annual return of a dormant company in Form MSC-3 within 30 days of the end of each financial year, and continue to meet its income-tax, GST and TDS filing duties where they apply. We confirm eligibility, prepare the statement of affairs and resolutions, and file MSC-1 so the company holds dormant status cleanly.
How we work
- 01
Board resolution and statement of affairs
The board passes a resolution to seek dormant status and authorises the calling of a general meeting, and a chartered accountant prepares and certifies a statement of affairs confirming that the company has no significant accounting transaction and no unpaid dues.
- 02
Special resolution at an EGM and MGT-14
The members approve the application by a special resolution at an extraordinary general meeting, or alternatively by the written consent of at least three-fourths of the members. Where a special resolution is passed it is filed in Form MGT-14 within 30 days of the meeting.
- 03
File MSC-1 and obtain MSC-2
Form MSC-1 is filed with the special resolution and the certified statement of affairs, and on approval the Registrar issues the certificate of dormant status in Form MSC-2. The company then files the dormant-company annual return in Form MSC-3 within 30 days of each financial year-end while the status continues.
Documents required
- Certified copy of the special resolution, or the written consent of three-fourths of the members
- Chartered-accountant-certified statement of affairs of the company
- Board resolution authorising the application for dormant status
- Auditor's certificate and the audited financial statements supporting the application
- Declaration that no inspection, inquiry, prosecution or unpaid public deposit is pending against the company
Applicable laws & forms
- Companies Act 2013 — Sec 455, which provides for the obtaining and maintenance of dormant company status and the five-year limit on remaining dormant
- Companies (Miscellaneous) Rules 2014 — which prescribe Form MSC-1 (application), MSC-2 (certificate), MSC-3 (annual return) and MSC-4 (reactivation)
- Companies Act 2013 — Sec 117 read with the MGT-14 filing requirement for the special resolution authorising the application
Frequently asked questions
Government fees
- Statutory / government fee (indicative)
- ₹2,000
Indicative government fee · last verified 2026-06-07. Our professional charges are shared on consultation.