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Company Incorporation

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DORMANT COMPANY

  • A company can be incorporated to hold assets & intellectual properties as a dormant Company.
  • In dormant company, there should not be transactions other than significant accounting transactions.

"Significant accounting transaction" means any transaction as mentioned below:

  • Payment of fees by a company to the Registrar.
  • Payments made by company to fulfil the requirements of this Act or any other law.
  • Allotment of shares to fulfil the requirements of this Act.
  • Payments for maintenance of company's office and records.
  • Any company including companies registered under Companies Act 1956 can make application in Form No MSC-1 to the respective registrar of the companies.
  • ROC can also SuoMoto convert a company into a dormant company if it is not filing the annual account from last 2 years or more.
  • Criteria of minimum number of Members or Director should be fulfilled by the dormant company as a Public, Private or One Person Company.
  • If Company has not filed financial statements and annual returns during the last two financial years it cannot apply for a dormant company.

ELIGIBILITY CRITERION:

If company satisfies any of the following conditions then it can apply for dormant company:

  • Company is formed and registered under the companies act, 2013 for
    • Any future project
    • Holding an asset or intellectual property
  • Company has no significant accounting transactions since its incorporation or during the last two financial years.
  • Company has not carried any business or operations since its incorporation (more than one year)

DISQUALIFYING CRITERION:

  • Any inspection, inquiry or investigation has been ordered or taken up or carried out;
  • Any prosecution has been initiated or pending under any law;
  • Company has any outstanding loan. If there is any, then concurrence of the lender has to be obtained and enclosed with the application;
  • There is any dispute in management or ownership of the company;
  • Company has any outstanding statutory taxes, dues or duties etc. payable to central or state government or any local authorities;
  • Company has defaulted in the payment of workmen's dues;
  • Securities of the company are listed on any stock exchange within or outside India.
  • The application has been made with an objective to deceive the creditors or to defraud any other person.

PROCESS:

  • Company should pass a special resolution.
  • Company should file an application with ROC in FORM NO. MSC-1.
  • ROC will verify that all the requirements have been duly complied with.
  • Post Due-Diligence ROC will register the company as Dormant Company& will issue a certificate of Dormant Company.
  • Dormant company shall file "a return of Dormant Company" annually reflecting the financial position duly audited by chartered accountant in FORM NO.MSC-3 within THIRTY DAYS from the end of each financial year.
  • Further, Company shall continue to file the return(s) of allotment in the manner and within the time specified in the Act whenever the company allots any security to any person.

POWER OF ROC

  • If company does not fulfills the conditions of this section Registrar will strike off the company
  • If Registrar finds any company registered as 'dormant company' under his jurisdiction functioning in any manner then registrar will either remove the name of such company from register of dormant companies and treat it as an active company or take action under chapter XVIII of the Act (Remove the name of company from register of company.

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