When is a company dormant?
A company is dormant when the Registrar has accepted its application under section 455. The company was formed for a future project or to hold an asset or intellectual property and has no significant accounting transaction, or it is an inactive company. Missing a filing does not create that status.
No. Dormant status is granted on an application in MSC-1. A company that simply stops filing is in default.
When can it apply?
The application is Form MSC-1. A significant accounting transaction does not include the fee paid to the Registrar, a payment made to comply with the Act, an allotment of shares to meet the Act, or the cost of keeping the office and the records. A sale, a purchase, or other business beyond those items is a significant accounting transaction, and the company is not in the section 455 case.
What does it still file?
A dormant company files Form MSC-3 within 30 days of the end of each financial year. It keeps the minimum directors: three for a public company, two for a private company, and one for a one person company. When it is ready to transact, it applies in Form MSC-4 to become active. This page does not quote a fee.
What is it not?
It is not strike-off. A company that is struck off is removed from the register. That route is on the strike-off page. A dormant company remains on the register.
Frequently asked questions
Four questions cover a missed filing, strike-off, trading, and directors.
Does skipping a filing make the company dormant?
No. Dormant status is granted on an application in MSC-1. A company that simply stops filing is in default. It is not dormant.
Is a dormant company struck off?
No. Strike-off is a different application. A dormant company still exists.
Can it trade while it is dormant?
A significant accounting transaction takes it outside the status. The company applies in MSC-4 before it starts that business.
Does it need no directors?
No. A dormant public company keeps at least three directors, a private company at least two, and a one person company one.
Sources
Dormant status is section 455 of the Companies Act, 2013. The application is Form MSC-1. The yearly return of a dormant company is Form MSC-3.