Dormant Company — Complete Guide (Section 455)
This comprehensive guide covers dormant company guide under the Companies Act, 2013. Everything you need to understand and comply — updated with all MCA notifications up to March 2026. Suitable for directors, company secretaries, chartered accountants, and entrepreneurs.
Framework: Companies Act, 2013 and applicable Rules
Updated: March 2026
Overview
dormant company guide is an essential aspect of corporate compliance in India. Applicability varies — private companies get G.S.R. 464(E) relaxations, small companies enjoy reduced compliance, OPCs have simplified procedures. Listed companies face strictest requirements with SEBI LODR overlay.
Key Requirements
The framework covers: (a) what companies must do (substantive obligations), (b) how to comply (procedures and timelines), (c) what records to maintain (documentation), (d) which MCA forms to file and when (filing requirements), (e) consequences of non-compliance (penalties, disqualification, imprisonment for serious offences).
All filings on MCA V3 portal (mca.gov.in) with DSC. Professional certification (CS/CA/CMA) where specified. Late filing: 2x-12x additional fees. Companies must maintain records for minimum 8 years.
Step-by-Step Compliance Process
Step 1: Verify applicability and check exemptions (G.S.R. 464(E), small company, OPC).
Step 2: Board resolution with proper minutes, attendance, and voting records.
Step 3: Shareholder approval (OR/SR) where required — 21 clear days notice.
Step 4: Prepare documents, professional certifications, attachments (PDF, max 10 MB).
Step 5: File MCA form on V3 portal with DSC within deadline (15-30 days typically).
Step 6: Track SRN, respond to ROC queries within 15 days, update statutory registers.
Common Mistakes to Avoid
1. Filing without Board resolution — always pass resolution FIRST.
2. Wrong approval sequence — some actions need SR before Board, others Board first.
3. Missing filing deadline — set alerts 15 days before. Late fees are automatic.
4. Incomplete attachments — missing documents cause rejection. Prepare checklist.
5. Not updating registers — update within 7-15 days. ROC inspectors check.
Penalties
| Default | Company | Officer |
|---|---|---|
| Non-compliance | Rs. 1L-25L | Rs. 50,000-5L per officer |
| Late filing | Additional fees 2x-12x | Personal penalty |
| 3-year non-filing | Strike-off (Sec 248) | Director disqualification 5 years |