Rules 8 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 8 to 11 of the Companies (Miscellaneous) Rules, 2014 complete the set. They say how a dormant company gets back to active status in Form MSC-4, when it must apply, how the Registrar can treat a company as active, that applications to the Central Government carry a fee, that a business association of more than fifty persons must be registered, and how applications pending before 1 April 2014 were dealt with. 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 dormant company applies for active status in Form MSC-4, with the fee in the Registration Offices and Fees Rules and a Form MSC-3 return for the financial year of the application. The Registrar issues Form MSC-5. If the company does or omits something that affects its dormant status, its directors must apply within seven days. The Registrar initiates strike off if a company stays dormant for five consecutive years. A business association or partnership of more than fifty persons cannot be formed unless registered as a company or formed under another law.
Where these rules fit
The first part of the set, dormant status in MSC-1, the MSC-2 certificate and the annual MSC-3 return, is in Rules 1–7 of the Miscellaneous Rules. The Act's dormant company provision is in Section 455 of the Companies Act, 2013. For the reactivation steps, see how to reactivate a dormant company: the MSC-4 process; to compare the two routes of closing or parking a company, see strike off vs dormant company.
Companies thinking about reactivating, or wondering whether the Registrar might act, can talk to us about our dormant company service.
Rule 8: active status
8(1). An application under section 455(5) for the status of an active company is made in Form MSC-4, with the fees provided in the Companies (Registration Offices and Fees) Rules, 2014, and is accompanied by a return in Form MSC-3 for the financial year in which the application is filed. A proviso says the Registrar shall initiate the process of striking off the name of the company if it remains a dormant company for five consecutive years.
8(2). After considering the application, the Registrar issues a certificate in Form MSC-5 allowing the status of an active company.
8(3). If a dormant company does or omits to do any act mentioned in the grounds of application in Form MSC-1, affecting its dormant status, the directors must, within seven days from that event, file an application under sub-rule (1) for active status.
8(4). If the Registrar has reasonable cause to believe that a registered dormant company has been functioning in any manner, directly or indirectly, he may start enquiry proceedings under section 206. If, after giving the company a reasonable opportunity of being heard, he finds it has actually been functioning, he may remove its name from the register of dormant companies and treat it as an active company.
The rule's five-year proviso links dormant status with strike off. For the strike-off route itself, see Rules 1–3 of the Removal of Names Rules.
Rule 9: fees for applications to the Central Government
For the purposes of section 459(2), every application that may be, or is required to be, made to the Central Government under any provision of the Act:
- (a) for any approval, sanction, consent, confirmation or recognition to be accorded by that Government;
- (b) for any direction or exemption to be given or granted by that Government; or
- (c) in respect of any other matter,
shall be accompanied by the fee provided in the Companies (Registration Offices and Fees) Rules, 2014. The rule prints no amount. For fee amounts see the sister article on annexure items for application, dormant, inspection and strike-off fees.
Rule 10: association or partnership of more than fifty persons
No association or partnership may be formed of more than fifty persons for the purpose of carrying on any business that has for its object the acquisition of gain by the association or partnership or by individual members, unless it is:
- registered as a company under the Act; or
- formed under any other law for the time being in force.
The cap of fifty is printed in the rule itself. The Act's own provisions on this subject are in Sections 463–464: member's liability and penalty, and the rules were made in part under section 464(1).
Rule 11: applications and forms pending before 1 April 2014
This rule was inserted by a notification dated 17 July 2014. It says that any application or form filed with the Central Government, the Regional Director or the Registrar (the "authority") before the commencement of these rules but not disposed of for want of any information or document shall, on its submission to the satisfaction of the authority, be disposed of in accordance with the rules made under the Companies Act, 1956. It is a transitional provision; the commencement date was 1 April 2014, and no conclusion is drawn here about any particular pending application.
Example. Quiet Valley Pvt Ltd, a dormant company, wants to restart business. It files Form MSC-4 with the fee and a Form MSC-3 return for the current financial year. The Registrar considers the application and issues Form MSC-5, so the company is again an active company. Separately, if the company had started trading before applying, its directors should have applied within seven days of that event under rule 8(3). Had a dormant company stayed dormant for five consecutive years, the Registrar would have been required to begin striking off its name.
Rules at a glance
| Rule | Subject | What it provides | Period or form as printed |
|---|---|---|---|
| 8(1) | Active status application | MSC-4 with MSC-3 return and fee; strike off after five years of dormancy | Five consecutive years |
| 8(2) | Certificate | Registrar issues active status certificate | Form MSC-5 |
| 8(3) | Duty on change | Directors apply for active status | Within seven days from the event |
| 8(4) | Registrar's enquiry | Section 206 enquiry; removal from register of dormant companies | After reasonable opportunity of being heard |
| 9 | Fees | Fee per Registration Offices and Fees Rules on applications to Central Government | None printed |
| 10 | Associations | No association or partnership of more than fifty persons unless registered or formed under another law | Fifty persons |
| 11 | Pending applications | Disposed under 1956 Act rules on submission to the authority's satisfaction | Before commencement |
Need help reactivating a company?
Reactivation needs the right form, the current-year return and prompt action if the company's position changes. Our team can help you check the facts and file on time. See our dormant company service for the next step.
Key takeaways
- Active status is sought in Form MSC-4, with a Form MSC-3 return and the prescribed fee; the Registrar issues Form MSC-5.
- If the company does or omits an act that affects its dormant status, the directors must apply for active status within seven days.
- A company dormant for five consecutive years faces strike off initiated by the Registrar.
- The Registrar may enquire under section 206 and treat a functioning dormant company as active.
- A business association or partnership of more than fifty persons must be registered as a company or formed under another law.
Read next
- Rules 1–7 of the Miscellaneous Rules: dormant status in MSC-1, MSC-2 and MSC-3
- Rules 1–3 of the Removal of Names Rules: strike off by the Registrar
- How to reactivate a dormant company: the MSC-4 process
- Strike off vs dormant company
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.