Draft Board Resolution for obtaining status of Dormant Company

An Inactive Company, i.e. a company which has not been carrying on any business or operation, or has not made any significant accounting transaction during the last two financial years, or has not filed financial statements and annual returns during the last two financial years, may make an application to the Registrar of Companies (ROC) for obtaining Dormant Company status after taking approval of the shareholders by passing a special resolution. (Refer: Section 455 of the Companies Act, 2013)

Here, "significant accounting transaction" means any transaction other than— (a) payment of fees by a company to the Registrar; (b) payments made by it to fulfil the requirements of this Act or any other law; (c) allotment of shares to fulfil the requirements of this Act; and (d) payments for maintenance of its office and records.

Before passing of the special resolution at first Board's permission has to be obtained by passing of a board resolution to this effect.

You may refer the following template of board resolution while drafting.

SAMPLE

“RESOLVED THAT the Company do make an application to the Registrar of Companies, ............... (ROC), for obtaining the status of "dormant company" for the company, in pursuance of the provisions of Section 455 of the Companies Act, 2013 and rules made thereunder, including any amendments thereto from time to time, and subject to the approval of the members of the company.

RESOLVED FURTHER THAT Ms. / Mr. ............................., (Designation), be and is hereby authorised to sign and file Form MSC-1 to the ROC along with all necessary documents as may be required with regard to the application for obtaining the status of dormant company.

RESOLVED FURTHER THAT, post receiving of the approval from the ROC, Ms. / Mr. ............................., (Designation), be and is hereby authorised to file such documents and ensure payment of such annual fee as may be prescribed to the ROC to retain the dormant status of the company.”



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Relevant Resolution:

Special Resolution format for Dormant Company status section 455 - click here
Draft Board Resolution for Dormant to Active Company (Sec. 455) - click here

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NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.