Procedure for Obtaining Active Status by a Dormant Company

Aakanksha Singhal

Aakanksha Singhal

Published on: May 21, 2022

Khushboo Sharma

Updated on: Mar 8, 2025

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Introduction

A Company having the status of a dormant company may become an active company in terms of the provisions of Section 455(5) of the Companies Act, 2013 and Rule 8 of the Companies (Miscellaneous) Rules, 2014 under the following situations:

1. By making an application in Form MSC-4 to the Registrar to this effect
2. Upon omission or committing of any act abstained in the Grounds of application in Form MSC-1, which eventually affects its status as a dormant company
3. The Registrar on being satisfied that any company registered as a ‘dormant company’ under his jurisdiction has been functioning in any manner, directly or indirectly, removes the name of such company from the register of dormant companies and treats it as an active company

Applicable Provisions:

1. Section 96, 100, 173, 455 of Companies Act, 2013
2. Rule 8 of the Companies (Miscellaneous) Rules, 2014
3. Regulation 30, 46 of SEBI (LODR) Regulations, 2015
4. Clauses of Secretarial Standard on Board Meeting (SS-1)
5. Clauses of Secretarial Standard on General Meeting (SS-2)

Mandatory Requirements

Shareholder’s Approval in general meeting

Procedure

1. Convene a Meeting of the Board of Directors [As per section 173 & SS-1]
   Refer to the Procedure for Conducting Board Meeting for a detailed procedure.
   Listed Company shall submit the disclosure of outcome of Board Meeting to the Stock Exchange as soon as reasonably possible but not later than 30 minutes from the date of the Board Meeting and post the same on the website of the Company within 2 working days. [Regulation 30 & 46(3) of the SEBI (LODR) Regulations, 2015]
   
   *Note – In case the meeting of the board of directors closes after normal trading hours of that day but more than 3 hours before the beginning of the normal trading hours of the next trading day, the listed entity shall disclose the decision pertaining to the event or information, within 3 hours from the closure of the board meeting.
2. Convene General Meeting [Section 96, 100, and SS-2]:
   Refer to the Procedure for Conducting Extraordinary General Meeting (EGM) for a detailed procedure.
   Listed Entity shall disclose the proceeding of General Meeting to the Stock Exchange within 12 hours from the conclusion of General Meeting and same shall be posted on the website of the company within 2 working days. [Regulation 30 & 46(3) of the SEBI (LODR) Regulations, 2015]
3. File Form MGT-14 with ROC:
   The company shall file a copy of the Special Resolution with the Registrar of Companies (ROC) in form MGT-14 within 30 days of passing such resolution
4. Application for Obtaining Active Status by a Dormant Company [Section 455(5) of the Act and Rule 8(1) of the Companies (Miscellaneous) Rules, 2014]
   A dormant company shall make an application to the Registrar in Form MSC-4 for obtaining the status of an active company along with fees as provided in the Companies (Registration Offices and Fees) Rules, 2014 which shall be accompanied by a return in Form MSC-3 in respect of the financial year in which the application for obtaining the status of an active company is being filed along with the following documents:
   • Certified true copy of board resolution ratifying the active status application (Mandatory)
   • Return in Form MSC-3 with the following documents
     • Certified true copy of Board resolution showing authorization given for filing this declaration (Mandatory)
     • Duly audited statement of financial position by Chartered Accountant in practice (Mandatory)
     • Any other optional attachment(s) as may deem fit.
5. Issuance of Certificate for Active Status [Rule 8(2) of the Companies (Miscellaneous) Rules, 2014]:
   The Registrar on consideration of the application shall allow the status of the active company to the applicant and issue a certificate in Form MSC-5.

Note: The Registrar shall initiate the process of striking off the name of the company if the company remains dormant company for a period of consecutive five years.