Application to Registrar for obtaining the status of dormant company
- eForm MSC-1 is required to be filed pursuant to sub-section (1) of Section 455 of the Companies Act, 2013 and Rule 3 of Companies (Miscellaneous) Rules, 2014
- A company is formed and registered for a future project or to hold an asset or intellectual property and has no significant accounting transaction, such a company or an inactive company which has not been carrying on any business or operation, or has not made any significant accounting transaction during the last two financial years, or has not filed financial statements and annual returns during the last two financial years may make an application in eForm MSC-1 to the Registrar of Companies for obtaining the status of a dormant company.
- User should ensure that eForm MGT-14 must have been filed before for special resolution authorizing for obtaining dormant status and the company must not be a listed company and also:
- no inspection, inquiry or investigation has been ordered or taken up or carried out against the company
- no prosecution has been initiated and pending against the company under any law
- neither having any public deposits which are outstanding nor the company is in default in payment thereof or interest thereon;
- not having any outstanding loan, whether secured or unsecured and if having consent must have been obtained before filing this eForm
- no dispute in the management or ownership of the company
- not having any outstanding statutory taxes, dues, duties etc. payable
- not defaulted in payment of workmen’s dues
- Enter the date of board resolution and special resolution passed for authorization for application for dormant status of the company.
- Enter SRN of eForm MGT-14 filed for registration of special resolution passed for obtaining dormant status.
- Enter number of directors and their details by specifying DIN.
- Ensure that minimum number of directors by the applicant company should be one in case of OPC, two in case of private company and three in case of public company.
- Select the grounds on the basis of which application is being made.
- If the company is formed and registered under the Companies Act, 2013 then please select from one of the options – any future project or holding as asset or intellectual property and also select the checkbox that the company did not have any significant transaction since incorporation.
- If the company is not formed and registered under the Companies Act, 2013 then select at least one of the next three checkboxes:
- The company has not been carrying on any business……………….………………….
- The company has not made any significant accounting transaction ………………
- The company has not filed financial statements………
- Select whether the company have any assets/ liabilities or not.
- Enter the date of financial year ending to which last financials belong and date of last annual filing was done.
- Mention the reasons if no filing of annual return and financial statements is made in the last two financial years.
- Certified true copy of board resolution authorizing making of this application.
- Certified true copy of special resolution authorizing for obtaining dormant status
- Auditor’s certificate
- Statement of affairs duly certified by Chartered Accountant or Auditor(s) of the company
- Copy of approval or no objection certificate (NOC) from the regulatory authority in case company is regulated by such authority
- Latest financial statement and annual return of the company is mandatory to attach in case the same is filed to Registrar
- Consent of the lender if any loan is outstanding
- Certificate regarding no dispute in the management or ownership;
A system generated Certificate of status of a Dormant Company is issued by Registrar and sent to the user as an attachment to the email, after approval is granted. Once the form is approved the status of the company shall be changed to ‘Dormant under section 455’ after which company can only file eForm MSC-3 as annual return and eForm MSC-4 for changing the status to ‘Active’.
|Application made||Other than OPC & Small company||OPC & Small company|
|(i)||By a company having an authorized share capital of:a) Up to Rupees 25,00,000
b) Above Rupees 25,00,000 but up to Rupees 50,00,000
c) Above Rupees 50,00,000 but up to Rupees 5,00,00,000
d) Above Rupees 5,00,00,000 but up to Rupees 10 crore or more
e) Above Rupees 10 crore
|(ii)||By a company limited by guarantee but not having a share capital||2,000||N/A|
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Auditor certificate means? Can you provide the format?
The Statutory Auditor of the company will draft the Certificate. There is no standard format for this purpose.