Reactivate a Dormant Company 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.
To reactivate a dormant company, pass a board resolution to resume business, then file Form MSC-4 with the ROC under Section 455(5) of the Companies Act, 2013 along with the latest return of dormant company (MSC-3). On approval, the ROC issues a certificate of active status in Form MSC-5.
Overview
A company that earlier obtained dormant status under Section 455 must formally return to active status before it can carry on any business or record a significant accounting transaction. Reactivation is done by filing Form MSC-4, after which the company resumes normal annual compliance.
When It Is Required & Legal Basis
Section 455(5) of the Companies Act, 2013, read with the Companies (Miscellaneous) Rules, 2014, allows a dormant company to apply for active status. This must happen before the company undertakes business, and in any case before the end of five consecutive years of dormancy, failing which the ROC can strike the name off.
Step-by-Step Process
- Convene a board meeting. Pass a board resolution approving the change from dormant to active status and authorising the filing.
- Update the latest MSC-3. Ensure the return of dormant company for the relevant year is filed and up to date.
- Prepare attachments. Collect the board resolution and confirmation that reasons for seeking active status are recorded.
- File Form MSC-4. File MSC-4 with the ROC attaching the board resolution and the MSC-3 return.
- Obtain Form MSC-5. On being satisfied, the ROC issues a certificate in Form MSC-5 restoring active status.
- Resume compliance. Reappoint auditor if needed, hold the AGM and file AOC-4 and MGT-7 as a normal active company.
Forms, Attachments & Fees
| Form | Purpose | Timeline |
|---|---|---|
| MSC-3 | Return of dormant company (must be current) | Filed before / with MSC-4 |
| MSC-4 | Application for active status | Before resuming business |
| MSC-5 | Certificate of active status by ROC | On approval |
MCA fee on MSC-4 follows the standard authorised-capital slab (approximately ₹200 to ₹600). No relief applies if MSC-3 filings are overdue — additional fees apply on those.
Timeline & Due Dates
File MSC-4 before undertaking any business transaction. The ROC typically processes it within a few weeks. If the company had already crossed five consecutive dormant years, reactivation may not be possible and restoration under Section 252 could be required instead.
Penalty for Delay / Non-compliance
Carrying on business while still dormant — without filing MSC-4 — breaches Section 455 and can attract action against the company and officers in default, with penalties up to ₹5,00,000 for the company and up to ₹50,000 for each officer in default under the general penalty in Section 450. Continued dormancy beyond five years risks strike-off.
Practical Tips
- File MSC-4 before opening trading transactions in the bank account, not after.
- Clear any overdue MSC-3 returns first to avoid additional-fee complications.
- Reappoint the statutory auditor and update the registered-office and director details if they lapsed during dormancy.