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Special Resolution for Dormant Company Status (Section 455)

special resolution format for dormant companyA company may make an application in Form MSC-1 to the Registrar of Companies (ROC) for obtaining the status of a Dormant Company in accordance with the provisions of section 455 of the Companies Act, 2013 (India) after passing a special resolution to this effect in the general meeting of the company or after issuing a notice to all the shareholders of the company for this purpose and obtaining consent of at least 3/4th shareholders (in value).

Where a company is formed and registered under the said Act for a future project or to hold an asset or intellectual property and has no significant accounting transaction, such a company or an inactive company may make such an application to the ROC. (refer the provisions of section 455 and relevant rules)

You may refer the following specimen of special resolution while drafting.


“RESOLVED THAT pursuant to the provisions of Section 455 of the Companies Act, 2013 ('the Act') and the Companies (Miscellaneous) Rules, 2014, and any other applicable provisions of the Act and rules made thereunder, including any amendments or reenactments thereto, for the time being in force, the approval of the members of the company, be and is hereby accorded for making an application to the Registrar of Companies, ............... (ROC), for obtaining the status of "dormant company" for the company.

RESOLVED FURTHER THAT the Board of Directors of the company be and is hereby authorised to submit necessary e-form to the ROC along with all necessary documents as may be required with regard to the application to ROC for obtaining the status of dormant company.

RESOLVED FURTHER THAT the Board of Directors of the company be and is hereby further authorised, to file such documents and make payment of such annual fee, as may be prescribed, to the ROC to retain the dormant status of the company, post receiving of the approval from the ROC in this regard.

RESOLVED FURTHER THAT the Board of Directors of the company be and is hereby authorised to do all such acts, deeds, things and matters as may be necessary to give effect to the foregoing resolutions.”


Relevant Resolutions:

Draft Board Resolution for obtaining Dormant Company Status - click here
Draft Board Resolution for Dormant to Active Company (Sec. 455) - click here


NOTE: The above/below mentioned resolutions and any other info are only template(s) for reference purpose only. Please do refer the exact provisions of the companies act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting any such resolutions and any other relevant info mentioned along with it.


  1. Amiya Raut11/08/2019

    resolution draft was useful

  2. Anonymous8/30/2020

    Awesome. Thanks for the ready reference

  3. If a company is registered in jan 2018 and after doing business for a short time discontinued it's business since 28.12.2018 . Can such a company apply for dormant status by holding bm in August 2020 and EGM in sep 2020

    1. Santosh10/11/2020

      Yes, it can apply. The basic provision is that the company should not have made any significant accounting transaction during the last two financial years. Hence, in your case, for the financial year 2018-19 and 2019-20, you have to prove that the company had not done any significant accounting transaction.

      In order to prove this, an Auditor’s certificate and a Statement of affairs duly certified by Chartered Accountant or Auditor(s) of the company to this effect have to be attached to the application in eform MSC-1.


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