Dormant Company Compliance Calendar explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
A company that has obtained dormant status under section 455 of the Companies Act, 2013 does not stop having obligations; some change, and a few are new. This calendar is for the directors and company secretary of a dormant company, a company thinking of applying, and the accountant who keeps its file. It covers one financial year of dormant status and the event-driven filings, and says plainly where the official text is silent. The Dormant-company rules are the Companies (Miscellaneous) Rules, 2014, read as notified in 2014 from the Gazette pages; later amendments should be checked.
This article is read as per the Companies Act, 2013 in the Ministry's consolidated text (last updated 29 July 2022), and the Rules as consolidated in the Ministry's e-book, consulted on 3 October 2026. Later amendments should be checked. Private companies have exemptions from some provisions by notification under section 462; check whether one applies. Our dormant company service keeps this calendar for companies that hold the status.
A dormant company files Form MSC-3, the "Return of Dormant Company" with its financial position duly audited by a chartered accountant in practice, annually within thirty days from the end of each financial year (rule 7). It keeps the minimum number of directors: three for a public company, two for a private company and one for an OPC (rule 6), and pays the annual fee the Fees Rules set. Remaining dormant for five consecutive years lets the Registrar begin striking off the name (proviso to rule 8(1)).
The yearly calendar
| Compliance | Provision | Form | Time limit as printed | Who files or acts |
|---|---|---|---|---|
| Return of dormant company with audited financial position | Section 455(5); rule 7, Miscellaneous Rules (as notified in 2014) | Form MSC-3, with the annual fee under the Fees Rules | Within thirty days from the end of each financial year | Company, with the chartered accountant in practice who audits the position |
| Annual fee to retain dormant status | Section 455(5); rule 7 | Paid with MSC-3 | With the return | Company |
| Minimum number of directors | Section 455(5); rule 6 | Not a filing | Kept throughout dormant status: three directors (public company), two (private), one (OPC) | Board of the company |
| Board meetings | Section 173(5) | Not a filing | At least one meeting in each half of a calendar year, with a gap between the two meetings of not less than ninety days; a dormant company is deemed to comply on that basis | Directors |
| Directors' KYC | Rule 12A(1), Appointment and Qualification of Directors Rules | DIR-3 KYC | A director holding a DIN on 31 March files on or before 30 June of the immediately following every third consecutive financial year | Each individual DIN holder |
| Change in a director's mobile number, e-mail address or residential address | Rule 12A(2) | DIR-3 KYC Web | Within thirty days of the change | Each individual DIN holder |
Reading the calendar. The 30 June date for the DIR-3 KYC is the one fixed calendar date printed in these sources; every other limit is event-based or period-based, as printed. We have not added any extended date.
One-time and event-driven items
| Event | Provision | Form | Time limit as printed | Who |
|---|---|---|---|---|
| Applying for dormant status | Section 455(1); rule 3 | Form MSC-1 with fee | After a special resolution at a general meeting or notice to all shareholders and consent of at least three-fourths in value | Company |
| Certificate of dormant status | Section 455(2); rule 4 | Form MSC-2 | Issued by the Registrar on considering MSC-1 | Registrar |
| Allotment of any security while dormant | Proviso to rule 7 | Return of allotment, "in the manner and within the time specified in the Act" | As the Act specifies for returns of allotment | Company |
| Change in directors while dormant | Proviso to rule 7 | Return of change in directors, "in the manner and within the time specified in the Act" | As the Act specifies | Company |
| An act or omission affecting dormant status listed in the grounds of Form MSC-1 | Rule 8(3) | Application in Form MSC-4 | Within seven days from the event | Directors |
| Becoming active | Section 455(5); rule 8(1), (2) | Form MSC-4 with fee, accompanied by Form MSC-3 for the financial year of application; certificate in Form MSC-5 | On application | Company; Registrar issues the certificate |
| Dormant for five consecutive years | Proviso to rule 8(1) | Registrar's process | The Registrar "shall initiate" the process of striking off | Registrar |
| Registrar believes the company is functioning | Rule 8(4); section 206 | Inquiry | After a reasonable opportunity of being heard, the Registrar may remove the name from the register of dormant companies and treat it as active | Registrar |
| Failure to comply with section 455 | Section 455(6) | Striking off from the register of dormant companies | Registrar "shall strike off the name" of a dormant company from the register of dormant companies | Registrar |
| Two years of no financial statements or annual returns | Section 455(4) | Notice | The Registrar issues a notice and enters the name in the register of dormant companies | Registrar |
Rows that need explanation
Who can be dormant. Section 455(1) allows a company formed for a future project or to hold an asset or intellectual property with no significant accounting transaction, or an inactive company, to apply. An inactive company is one with no business or operation, or no significant accounting transaction, or no financial statements and annual returns filed during the last two financial years. A significant accounting transaction excludes fees paid to the Registrar, payments to meet requirements of the Act or any other law, allotment of shares to meet requirements of the Act, and payments for maintenance of the office and records.
Conditions to apply (rule 3). The company may apply only if there is no inspection, inquiry or investigation ordered or carried out, no prosecution pending under any law, no public deposits outstanding or in default, no outstanding loan (with a concurrence route for an unsecured loan), no dispute in management or ownership (a certificate is enclosed), no outstanding statutory taxes or dues, no default in workmen's dues, and no securities listed on any stock exchange.
What the MSC-3 return covers. Rule 7 says it indicates, "inter alia", the financial position duly audited by a chartered accountant in practice. The text prints no further detail and no fee; the annual fee is "as provided" in the Fees Rules, which were notified in 2014 and amended later, so no figure is stated here. The same rule says the Act's returns of allotment and of change in directors continue to be filed whenever the company allots a security or its directors change.
AGM and annual filings. Section 455 and rules 3 to 8 print no exemption for a dormant company from holding the annual general meeting under section 96 or from filing financial statements and the annual return. They print the MSC-3 return as the dormant company's yearly return. Whether any notification gives relief to a dormant company is outside the sources used; check the current position before skipping any filing. Section 455(4) shows what the Registrar does where two years pass without financial statements or annual returns.
Rotation of auditors. The proviso to rule 6 says the Act's provisions on rotation of auditors do not apply to dormant companies.
Board meetings. Section 173(5) deems a One Person Company, small company and dormant company to comply with the board meeting section if one meeting is held in each half of a calendar year with a gap of not less than ninety days; the proviso says nothing in that sub-section or section 174 applies to an OPC with only one director.
Directors' KYC. The DIR-3 KYC rule applies to every individual who holds a DIN on 31 March, whatever the company's status.
Need help keeping a dormant company in order?
Missing the MSC-3 or the director count can end dormant status. If your company holds the status or is about to apply, our dormant company team can keep the calendar, prepare the MSC-3 papers with the auditor and file on time.
Key takeaways
- MSC-3 is due within thirty days from the end of each financial year, audited by a chartered accountant in practice.
- Keep at least three, two or one directors for a public company, a private company or an OPC respectively.
- Hold one board meeting in each half of the calendar year, with ninety days between them.
- Allotments and changes in directors are still reported as the Act requires.
- Five consecutive years of dormant status lets the Registrar start strike off.
Read next
- Dormant company under section 455: complete guide
- How to obtain dormant company status: the MSC-1 process
- How to reactivate a dormant company: the MSC-4 process
- INC-20A and strike off for a newly incorporated company
- Funds left in a company before strike off
Disclaimer: Based on the Companies Act, 2013 in the Ministry of Corporate Affairs consolidated text (last updated 29 July 2022), the Rules as consolidated in the Ministry's e-book and the other official texts named in this article, as consulted on 3 October 2026. Later amendments, notifications, circulars, forms and fees should be checked. Formats are general drafts to be adapted to the company's articles and facts. This article is general information, not legal advice; check the official text before acting.