Document of Conversion of Company into Dormant

[FCA Chandrasekaran Ramadurai]

To convert a company to a dormant status, the key document is Form MSC-1. This form is filed with the Registrar of Companies (ROC) along with the necessary supporting documents and prescribed fees. The ROC will then issue a certificate in Form MSC-2, officially declaring the company as dormant. [1, 2, 3, 4]

Here's a more detailed breakdown of the process and required documents:

1. Application in Form MSC-1: [1, 2]

• This form is the primary application for obtaining dormant status. [1, 2]
• It should be filed with the ROC along with the prescribed fee. [2, 3]

2. Supporting Documents: [3, 5, 6]

• Board Resolution: A certified true copy of the board resolution authorizing the company's application for dormant status. [3, 6]
• Special Resolution: A certified true copy of the special resolution, passed by the shareholders, authorizing the company's dormant status. This resolution should be filed with the ROC in Form MGT-14. [3, 5, 6]
• Auditor's Certificate: An auditor's certificate verifying the company's statement of affairs. [3, 5, 6]
• Statement of Affairs: A statement of affairs duly certified by a Chartered Accountant or the company's auditor(s). [3, 5, 6]
• No Objection Certificate (NOC): If the company is regulated by any regulatory authority, a copy of their approval or NOC should be attached. [3, 5, 6]
• Financial Statement and Annual Return: If the company has filed its latest financial statement and annual return with the ROC, these documents should also be attached. [3, 6]
• Consent of Lender: If there are any outstanding loans, a consent from the lender should be included. [3, 6]
• Certificate Regarding No Dispute: A certificate stating that there are no disputes regarding the management or ownership of the company. [6]

3. ROC Action: [2, 4]

• The ROC examines the application in Form MSC-1 and the supporting documents. [4]
• If found in order, the ROC issues a Certificate in Form MSC-2, formally declaring the company as a dormant company. [2, 4]
• The ROC maintains a register of dormant companies. [2]

4. Reactivating a Dormant Company: [7]

• To reactivate a dormant company, the company needs to file Form MSC-4 with the ROC.
• They also need to file Form MSC-3 to ensure the company's financial position is updated.
• A prescribed fee will also be required to complete the reactivation process.

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[1] https://www.compliancecalendar.in/learn/mca-form-msc-1-application-for-obtaining-dormant-status

[2] https://enterslice.com/learning/conversion-of-active-company-to-dormant-company/

[3] https://www.indiafilings.com/dormant-company

[4] https://legalwindow.in/change-in-status-of-the-company-from-active-to-dormant/

[5] https://www.lawrbit.com/companies-act-procedures/obtaining-dormant-status-by-a-company/

[6] https://taxguru.in/company-law/dormant-company-under-section-455-companies-act-2013.html

[7] https://kmgcollp.com/dormant-company-section-455-of-companies-act-2013/