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Companies that have acquired Dormant Company status can easily restore their operations to active status by filing the required forms with the ROC. This allows them to resume business, hold property, or undertake projects while complying with regulatory requirements.
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Stepwise Process to Restore Dormant Company to Active Company
Step 1 – Board Meeting
The Board of Directors must pass a resolution approving the application to restore the company to active status. A director should be authorised to sign documents, file forms, and complete all formalities.
Step 2 – Prepare MSC-3 Return
Prepare and file the dormant company return (Form MSC-3) for the financial year during which the application for active status is being submitted.
Step 3 – File MSC-4 Application
Submit Form MSC-4 to the ROC for changing the company’s status from dormant to active, after board approval.
Step 4 – Approval by ROC
Once the ROC is satisfied with the application, it issues Form MSC-5, certifying the company as an active entity.
Overview of Dormant to Active Status
A company obtains Dormant Company status when its application in Form MSC-1 is approved by the Registrar of Companies. Dormant status is usually sought when a company is temporarily inactive or created for future use.
Key Rules for Dormant Companies
- A company can remain dormant for a maximum of five years
- If dormant beyond five years, ROC may strike off the company
- Directors must apply for restoration within five years
- Restoration must be filed within 7 days of any event breaching dormant conditions
Restoring Dormant Companies in India
- Submit Form MSC-3 and MSC-4 to ROC
- Pass Board Resolution for reactivation
- Attach audited financial statements
- Company regains full legal and operational status after approval
ROC Forms & Fees for Dormant to Active Company
The following ROC forms and government fees apply for restoring a Dormant Company to Active status under the Companies Act, 2013.
| Form | Purpose | ROC Fee |
|---|---|---|
| MSC-4 | Application to restore company from Dormant to Active status, along with audited financial statements and board resolution. | Depends on company authorised capital |
Filing Fee for MSC-4 (Dormant to Active)
| Authorised Capital | Other than OPC / Small Company | OPC / Small Company |
|---|---|---|
| Up to ₹25,00,000 | ₹2,000 | ₹1,000 |
| ₹25,00,001 – ₹50,00,000 | ₹5,000 | ₹2,500 |
| ₹50,00,001 – ₹5 Crores | ₹10,000 | N/A |
| ₹5 – ₹10 Crores | ₹15,000 | N/A |
| Above ₹10 Crores | ₹20,000 | N/A |
