What is Dormant company ?

By | May 13, 2016
(Last Updated On: May 13, 2016)

Section – 455, Companies Act, 2013

Enforced with effect from 1-4-2014.

Dormant company

455. (1) Where a company is formed and registered under this Act for a future project or to hold an asset or intellectual property and has no significant accounting transaction, such a company or an inactive company may make an application to the Registrar in such manner as may be prescribed1 for obtaining the status of a dormant company.

Explanation.—For the purposes of this section,—

(i)“inactive company” means a company which has not been carrying on any business or operation, or has not made any significant accounting transaction during the last two financial years, or has not filed financial statements and annual returns during the last two financial years;
(ii)“significant accounting transaction” means any transaction other than—
(a)payment of fees by a company to the Registrar;
(b)payments made by it to fulfil the requirements of this Act or any other law;
(c)allotment of shares to fulfil the requirements of this Act; and
(d)payments for maintenance of its office and records.

(2) The Registrar on consideration of the application shall allow the status of a dormant company to the applicant and issue a certificate in such form as may be prescribed2 to that effect.

(3) The Registrar shall maintain a register of dormant companies in such form as may be prescribed3.

(4) In case of a company which has not filed financial statements or annual returns for two financial years consecutively, the Registrar shall issue a notice to that company and enter the name of such company in the register maintained for dormant companies.

(5) A dormant company shall have such minimum number of directors4, file such documents5 and pay such annual fee as may be prescribed to the Registrar to retain its dormant status in the register and may become an active company on an application6 made in this behalf accompanied by such documents and fee as may be prescribed7.

(6) The Registrar shall strike off the name of a dormant company from the register of dormant companies, which has failed to comply with the requirements of this section.


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