Companies Act, 2013 Procedure

Procedure for Obtaining Active Status by a Dormant Company

Aakanksha Singhal Aakanksha Singhal
Aakanksha Singhal

Published on: May 21, 2022

Updated on: May 21, 2022

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Introduction [Section 455(5) & Rule 8 of Companies (Miscellaneous) Rules, 2014]

A Company having the status of a dormant company may become an active company in terms of the provisions of Section 455(5) of the Companies Act, 2013 and Rule 8 of the Companies (Miscellaneous) Rules, 2014 under the following situations:

  1. By making an application in Form MSC-4 to the Registrar to this effect
  2. Upon omission or committing of any act abstained in the Grounds of application in Form MSC-1, which eventually affects its status as a dormant company
  3. The Registrar on being satisfied that any company registered as a ‘dormant company’ under his jurisdiction has been functioning in any manner, directly or indirectly, removes the name of such company from the register of dormant companies and treats it as an active company

Mandatory Requirements

Shareholder’s Approval in general meeting

Procedure

  1. Convene a Meeting of the Board of Directors [As per section 173 & SS-1]
    Refer to the Procedure for Conducting Board Meeting for a detailed procedure.
  2. Convene General Meeting [Section 96, 100, and SS-2]:
    Refer to the Procedure for Conducting Extraordinary General Meeting (EGM) for a detailed procedure
  3. File Form MGT-14 with ROC:
    The company shall file a copy of the Special Resolution with the Registrar of Companies (ROC) in form MGT-14 within 30 days of passing such resolution
  4. Application for Obtaining Active Status by a Dormant Company [Section 455(5) of the Act and Rule 8(1) of the Companies (Miscellaneous) Rules, 2014]
    A dormant company shall make an application to the Registrar in Form MSC-4 for obtaining the status of an active company along with fees as provided in the Companies (Registration Offices and Fees) Rules, 2014 which shall be accompanied by a return in Form MSC-3 in respect of the financial year in which the application for obtaining the status of an active company is being filed along with the following documents:
    • Certified true copy of board resolution ratifying the active status application (Mandatory)
    • Return in Form MSC-3 with the following documents
      • Certified true copy of Board resolution showing authorization given for filing this declaration (Mandatory)
      • Duly audited statement of financial position by Chartered Accountant in practice (Mandatory)
      • Any other optional attachment(s) as may deem fit.
  5. Issuance of Certificate for Active Status [Rule 8(2) of the Companies (Miscellaneous) Rules, 2014]:
    The Registrar on consideration of the application shall allow the status of the active company to the applicant and issue a certificate in Form MSC-5.

Note: The Registrar shall initiate the process of striking off the name of the company if the company remains dormant company for a period of consecutive five years.

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