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.
Rules 1 to 7 of the Companies (Miscellaneous) Rules, 2014 are the procedure rules for dormant companies under section 455 of the Act. They say how a company applies for dormant status in Form MSC-1, who may apply, how the Registrar issues the MSC-2 certificate, where the register is kept, how many directors the company needs and what annual return it must file in MSC-3. They are stated as amended up to G.S.R. 46(E) dated 20 January 2023 per the MCA e-book; later amendments should be checked.
A company applies to the Registrar in Form MSC-1, with the fee provided in the Registration Offices and Fees Rules, after a special resolution in general meeting, or after notice to all shareholders and the consent of at least three-fourths (in value). The Registrar issues the status certificate in Form MSC-2. A dormant company keeps three directors (public), two (private) or one (One Person Company), and files Form MSC-3 within thirty days of the end of each financial year.
What these rules do
Section 455 of the Act defines a dormant company and the status; see Section 455 of the Companies Act, 2013: dormant company and our guides Dormant company under section 455: complete guide and Dormant company compliance calendar. For the process step by step, see how to obtain dormant company status: the MSC-1 process. The rules on getting the active status back, and the other Miscellaneous Rules, are in Rules 8–11.
If you are weighing dormant status for a company with no business, our dormant company service explains how it fits your situation.
Rule 1: title and commencement
The rules may be called the Companies (Miscellaneous) Rules, 2014 and came into force on 1 April 2014. They were made under section 455, section 459(2) and section 464(1) read with section 469, in supersession of the Companies (Central Government's) General Rules and Forms, 1956 and other rules under the Companies Act, 1956 on matters they cover, except for things done or omitted before then.
Rule 2: definitions
"Act" means the Companies Act, 2013; "Annexure" means the Annexure to the rules; "Fees" means fees prescribed in the Companies (Registration Offices and Fees) Rules, 2014; "Form" or "e-Form" means a form in the Annexure to be used for the matter it relates to; "section" means a section of the Act. Words not defined take their meanings from the Act or the Companies (Specification of Definitions Details) Rules, 2014. The fee amounts are in the Registration Offices and Fees Rules; see the sister article on annexure items for application, dormant, inspection and strike-off fees.
Rule 3: application for dormant status
For the purposes of section 455(1), a company may apply in Form MSC-1, with the fee provided in the Registration Offices and Fees Rules, to the Registrar, for the status of a dormant company, after either:
- passing a special resolution in general meeting; or
- issuing a notice to all shareholders and obtaining the consent of at least three-fourths (in value) of them.
Eligibility. A company may apply under this rule only if:
- (i) no inspection, inquiry or investigation has been ordered, taken up or carried out against it;
- (ii) no prosecution has been initiated and is pending against it under any law;
- (iii) it has no outstanding public deposits and is not in default in paying them or interest on them;
- (iv) it has no outstanding loan, whether secured or unsecured;
- (vi) it has no outstanding statutory taxes, dues or duties payable to the Central Government, any State Government or local authorities;
- (vii) it has not defaulted in the payment of workmen's dues; and
- (viii) its securities are not listed on any stock exchange within or outside India.
The clause numbering in the rule runs (i) to (viii). The proviso to clause (iv) (concurrence of a lender for an unsecured loan) and clause (v) (no dispute in management or ownership) carry notes that they were omitted by the Companies (Miscellaneous) Amendment Rules, 2023, so they are not treated as current conditions here. Check the current text before relying on any of the conditions.
Rule 4: certificate of dormant status
After considering the application in Form MSC-1, the Registrar issues a certificate in Form MSC-2 allowing the status of a dormant company to the applicant.
Rule 5: register of dormant companies
The register maintained on the MCA portal (www.mca.gov.in) or on any other website notified by the Central Government is the register of dormant companies.
Rule 6: minimum directors
A dormant company has a minimum of:
- three directors if it is a public company;
- two directors if it is a private company; and
- one director if it is a One Person Company.
A proviso says the Act's provisions on rotation of auditors do not apply to dormant companies.
Rule 7: annual return of dormant companies
A dormant company files a "Return of Dormant Company" every year, indicating among other things its financial position duly audited by a chartered accountant in practice, in Form MSC-3, with the annual fee provided in the Registration Offices and Fees Rules, within thirty days from the end of each financial year. A proviso says the company continues to file returns of allotment and changes in directors, in the manner and time specified in the Act, whenever it allots any security or there is a change in directors.
Example. Quiet Valley Pvt Ltd has stopped trading. It has no outstanding loan, no public deposits, no pending prosecution or investigation, no unpaid taxes or workmen's dues, and is unlisted. Its members pass a special resolution, and the company files Form MSC-1 with the fee. The Registrar issues an MSC-2 certificate. The company keeps two directors, because it is a private company, and files MSC-3 with a CA-audited financial position within thirty days of each financial year end. When it allots shares to a new investor, it still files the return of allotment.
Rules at a glance
| Rule | Subject | What it provides | Period or form as printed |
|---|---|---|---|
| 1 | Commencement | In force 1 April 2014 | 1 April 2014 |
| 3 | Application | Special resolution or three-fourths consent (in value); eligibility conditions | Form MSC-1, fee per Fees Rules |
| 4 | Certificate | Registrar issues status certificate | Form MSC-2 |
| 5 | Register | MCA portal register | None |
| 6 | Directors | Three (public), two (private), one (OPC); no auditor rotation | None |
| 7 | Annual return | Audited financial position by a CA in practice | Form MSC-3 within thirty days of financial year end |
Need help with dormant status?
Dormant status carries ongoing filings and director requirements, so it needs planning before you apply. Our team can help you check eligibility, prepare the resolution and file. See our dormant company service.
Key takeaways
- The application is in Form MSC-1 to the Registrar, after a special resolution or three-fourths consent in value.
- The company must satisfy the listed conditions on investigations, prosecutions, deposits, loans, taxes, workmen's dues and listing.
- The Registrar issues the certificate in Form MSC-2; the MCA portal register is the register of dormant companies.
- Minimum directors: three, two or one, by type of company; auditor rotation does not apply.
- Form MSC-3 is filed within thirty days of the end of each financial year, with a CA-audited financial position.
Read next
- Rules 8–11 of the Miscellaneous Rules: active status in MSC-4, fees and associations
- Rules 1–3 of the Removal of Names Rules: strike off by the Registrar
- Section 455: dormant company
- How to obtain dormant company status: the MSC-1 process
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.