Dormant Company Status (MSC-1): The Legal Pause Button (2026)

Who qualifies for dormant status — and who is barred

• A company formed for a future project or to hold an asset or intellectual property, with no significant accounting transaction since incorporation.
• An "inactive company" — one that has not carried on business or operations, made a significant accounting transaction, or filed its financial statements and annual return, for the last two financial years.
• "Significant accounting transaction" excludes fees paid to the Registrar, payments made to comply with any law, share allotments to meet a statutory requirement, and payments for maintaining the office or records.
• Barred from applying: companies under inspection, inquiry, investigation or pending prosecution; companies with outstanding public deposits or a default on repaying one; companies with any outstanding secured loan; companies with a management or ownership dispute (unless a no-dispute consent is attached); companies with outstanding statutory dues or unpaid workmen’s dues; and any company with securities listed on a stock exchange.
• An outstanding unsecured loan does not disqualify a company by itself — attach the lender’s written consent to the MSC-1 application.

Documents required for MSC-1

• Certified copies of the board resolution and the special resolution — or, where the 75% consent route is used, the shareholder consent letters.
• Auditor’s certificate and a statement of affairs certified by a chartered accountant.
• Latest financial statements and annual return, if any were filed.
• A no-objection certificate from the sectoral regulator, if the company is regulated (RBI, SEBI, IRDAI and so on).
• The lender’s written consent, where an unsecured loan is outstanding, and a declaration that there is no dispute in management or ownership.
• MSC-1 needs certification by a practising CA, CS or cost accountant.

What MSC-1 costs

MGT-14 — filing the special resolution that authorises the MSC-1 application — carries the standard authorised-capital fee slab, with the usual additional-fee ladder if filed late:

MSC-1 itself carries a separate government fee that the MCA V3 portal computes from the company’s authorised capital at the time of filing — confirm the exact figure there rather than from a fixed table. Under CCFS-2026 (till 31 August 2026), that MSC-1 fee is cut by 50%.

How to file MSC-1 on MCA V3

• Hold a board meeting to approve applying for dormant status and to call a general meeting or circulate consent letters.
• Get member approval — a special resolution in general meeting, or written consent from at least 75% of shareholders.
• File MGT-14 for the special resolution (if used) within 30 days of the resolution.
• Prepare the CA-certified statement of affairs, the auditor’s certificate, and any NOC or lender consent the company needs.
• File e-Form MSC-1 on MCA V3 within 30 days of the resolution or consent — generate the SRN, download the PDF, affix a Class-3 DSC, and re-upload it within 15 days of SRN generation.
• Pay the fee within 7 days of the DSC upload (or the due date plus 2 days, whichever is earlier); pay the concessional rate if filing inside the CCFS-2026 window.
• MSC-1 is typically processed as straight-through; on approval the ROC issues Form MSC-2 and updates the company’s master data to "Dormant under section 455."

Staying dormant, filing MSC-3, and coming back with MSC-4

• A dormant company files Form MSC-3 — the return of dormant company, with an audited statement of financial position — within 30 days of each financial year-end.
• While dormant it must still hold at least one board meeting every half-calendar-year, with a gap of not less than 90 days between the two, and keep its minimum number of directors in place.
• Dormant status runs for a maximum of 5 consecutive financial years. To come back, the company files Form MSC-4; the ROC then issues Form MSC-5 confirming active status again.
• Dormancy is not an audit exemption — auditor rotation under section 139(2) doesn’t apply, but the statement of affairs still needs a chartered accountant’s audit each year for MSC-3.
• If a dormant company doesn’t keep up MSC-3 or the board-meeting rule, section 455(6) lets the Registrar strike its name off the register of dormant companies — the Act does not spell out a separate rupee fine tied to section 455 itself.

Primary sources

The dates and fees on this page are read off the statute and the MCA’s own published forms, not copied from other guides. You can check every one of them:

• General Clauses Act, 1897 — section 9 (commencement and termination of time)
• Companies Act, 2013 — full text (India Code)
• MCA — company forms and downloads
• MCA — official portal