Documents Required for Dormant Status Filing in India

Every inactive company planning to reduce compliance burden must know the exact Document Required for dormant status filing in India. Under the Companies Act, 2013, a company can apply for dormant status by submitting Form MSC-1 along with a set of mandatory supporting documents. Explore dormant company India regulations and understand what needs to be prepared before initiating the filing process.

What Are the Documents Required for Dormant Status Filing in India?

The dormant status filing documents must be compiled carefully before submission to the Registrar of Companies. Each document validates a specific aspect of the company's eligibility, financial status, and intent to remain dormant.

1. Form MSC-1 — Application for Dormant Status

Form MSC-1 is the primary MSC-1 form India that initiates the dormant status application process.

• Company Details: Full legal name, CIN, registered office address, and date of incorporation must be provided.
• Director Details: Names, DIN numbers, and addresses of all current directors must be mentioned.
• Nature of Business: The main objects and nature of business must be declared.
• Reason for Dormancy: A clear explanation of why the company intends to obtain dormant status must be stated.
• Declaration of No Pending Litigation: The company must confirm no significant accounting transactions have taken place and no legal proceedings are pending.
• Declaration of No Outstanding Dues: A confirmation that there are no outstanding dues towards Income Tax, GST, or any other statutory authority.
• Secured Creditor Consent: If the company has any secured creditors, their prior written consent must be attached.
• Signature: The form must be digitally signed by a director and certified by a practicing Company Secretary or Chartered Accountant.
• Filing Fee: The prescribed government fee must be paid at the time of submission.

2. Form MSC-3 — Return of Dormant Companies

Form MSC-3 is a mandatory annual compliance document that every dormant company India must file once dormant status has been granted. It is one of the most important parts of the dormant company annual filing requirement under the Companies Act, 2013.

• Purpose: Form MSC-3 is a return filed by a dormant company to indicate that it continues to maintain dormant status and has not undertaken any significant accounting transactions during the financial year.
• Filing Frequency: Form MSC-3 must be filed annually within 30 days from the end of each financial year (i.e., by 30th April of every year).
• Financial Position Details: The form must contain a statement of financial position of the dormant company, duly audited by a practicing Chartered Accountant.
• Director Declaration: The form must include a declaration by a director confirming that the company has not commenced any business or significant accounting transactions.
• No Significant Transactions: The company must confirm in Form MSC-3 that no significant accounting transactions have occurred during the financial year.
• Digital Signature: Form MSC-3 must be digitally signed by a director using a valid and active Digital Signature Certificate (DSC).
• Certification: The form must be certified by a practicing Company Secretary, Chartered Accountant, or Cost Accountant before filing.
• Consequence of Non-Filing: Failure to file Form MSC-3 within the prescribed timeline may result in the ROC issuing a notice and may lead to removal of dormant status.
• Filing Portal: Form MSC-3 must be filed on the MCA21 portal under the company's registered CIN.
• Attachments: The audited financial position statement must be attached as a mandatory annexure to Form MSC-3.

3. Board Resolution

A certified copy of the dormant company board resolution is mandatory and must be passed at a duly convened board meeting.

• Resolution Content: Must specifically approve the decision to apply for dormant status under Section 455 of the Companies Act, 2013.
• Authorisation: Must authorise a specific director to sign Form MSC-1 and all related documents.
• Meeting Details: Date, time, venue, and quorum of the board meeting must be clearly mentioned.
• Director Signatures: Must be signed by the Chairman of the meeting and countersigned by the Company Secretary if applicable.
• Certified Copy: A certified true copy must be attached as an annexure to Form MSC-1.

4. Special Resolution by Shareholders

Shareholders must approve dormant status through a special resolution passed at a general meeting or through postal ballot as part of the dormant status application documents.

• Approval Threshold: Must be approved by at least three-fourths of total members present and voting.
• Notice of Meeting: A 21-day advance notice must be sent to all members along with the explanatory statement.
• Postal Ballot Option: Companies may also pass the special resolution through postal ballot.
• Filing with ROC: Must be filed with the ROC through Form MGT-14 within 30 days of passing.
• Certified Copy: A certified true copy of the special resolution must be submitted along with Form MSC-1.

5. Audited Financial Statements

The financial statements required for dormant status India must reflect the company's financial position up to the date of application.

• Balance Sheet: A duly audited balance sheet as on the date of application or for the last completed financial year must be submitted.
• Profit and Loss Account: The audited profit and loss account for the latest financial year must be attached.
• Auditor's Report: A signed auditor's report confirming the authenticity of the financial statements must be included.
• No Significant Transactions: The financial statements must confirm that no significant accounting transactions have occurred.
• Cash Flow Statement: If applicable, a cash flow statement for the last financial year must be included.
• Notes to Accounts: All relevant notes to accounts must accompany the financial statements.

6. Affidavit from Directors

An affidavit required for dormant company India is a sworn declaration from all directors confirming compliance with eligibility conditions.

• Content of Affidavit: Must confirm that the company has not been carrying on any significant business activities and has no pending litigations.
• Declarations: Directors must declare no outstanding dues towards any statutory authorities.
• Individual Affidavits: Each director must execute a separate affidavit on appropriate stamp paper.
• Notarisation: The affidavit must be duly notarised by a Notary Public before submission.
• Attachment: All affidavits must be attached as annexures to Form MSC-1.

7. Certificate of Incorporation

The Certificate of Incorporation is a fundamental part of the dormant company registration documents.

• A self-attested copy of the original Certificate of Incorporation issued by the ROC must be submitted.
• The CIN mentioned in Form MSC-1 must match exactly with the CIN on the Certificate of Incorporation.
• For companies that have undergone name changes, the latest Certificate of Incorporation must be provided.

Companies planning to understand their compliance obligations can refer to dormant company compliance India for detailed guidance.

8. Memorandum of Association and Articles of Association

Certified copies of the MOA and AOA are essential dormant company documents India.

• The MOA must clearly state the objects for which the company was incorporated.
• The AOA must contain the rules governing the internal management of the company.
• If any amendments have been made, the latest amended copies must be submitted.

9. List of Directors and Shareholders

A comprehensive list of all current directors and shareholders is a mandatory component of the dormant status filing documents.

• Directors List: Full names, DIN numbers, addresses, and date of appointment of all current directors must be listed.
• Shareholders List: Names, addresses, and shareholding details of all current shareholders must be provided.
• Share Capital Details: The authorised, issued, subscribed, and paid-up share capital must be mentioned.
• Certification: The list must be certified by a director or Company Secretary.

10. Consent of Secured Creditors

If the company has any secured creditors, obtaining their written consent is a critical requirement under the dormant company filing checklist.

• Written Consent: Each secured creditor must provide their written consent agreeing to the company obtaining dormant status.
• Details Required: The consent letter must mention the creditor's name, nature of security, outstanding loan amount, and date of consent.
• Notarisation: The consent letters may need to be notarised depending on the ROC jurisdiction.
• Attachment: All consent letters must be attached as annexures to Form MSC-1.

How Should Documents Be Prepared for Dormant Status Filing in India?

Accurate preparation of dormant company ROC filing documents is equally important as gathering them. Errors or omissions are the primary reasons for rejection or delay in processing dormant status applications.

Key Preparation Tips

• Ensure Form MSC-1 is digitally signed using a valid and active Digital Signature Certificate (DSC).
• File Form MSC-3 annually within 30 days from the end of each financial year to maintain dormant status.
• Verify that all financial statements are audited and signed by a practicing Chartered Accountant.
• Confirm that the board resolution and special resolution are passed before initiating the filing process.
• Ensure all affidavits are on appropriate stamp paper and duly notarised.
• Check that MOA and AOA copies are certified and reflect the latest amendments.
• Obtain secured creditor consent letters well in advance to avoid delays.

Companies that want a clearer understanding of the entire process can review the dormant company ROC filing documents process in detail.

What Is the Fee for Dormant Status Filing in India?

What Is the Cost of Dormant Status Filing in India?

Why Choose IndiaFilings for Dormant Status Filing in India?

IndiaFilings is a reliable platform for dormant company filing India services, offering end-to-end support for the entire dormant status application process.

From drafting board resolutions to preparing affidavits and filing Form MSC-1 and Form MSC-3 on the MCA portal, IndiaFilings handles the complete dormant company compliance process seamlessly.

Businesses across India trust IndiaFilings for their apply dormant status India needs, making it the most preferred partner for inactive company compliance management.

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