Dormant company status: how to pause a company without closing it

Who can apply

A company formed for a future project or to hold an asset or intellectual property, with no significant accounting transaction, can apply. An inactive company is one that has not carried on business or made significant accounting transactions in the last two financial years, or has not filed financial statements and annual returns in that period.

Conditions include no outstanding public deposits or loans in default, no pending investigation or prosecution, and no outstanding statutory dues.

The process

1. 1.Pass a special resolution, or get consent from members holding 75% of the share capital.
2. 2.File MSC-1 with the Registrar, with an auditor's statement of assets and liabilities.
3. 3.The Registrar issues a certificate of dormant status in MSC-2.
4. 4.File MSC-3 every year, within 30 days of the end of the financial year.

What still applies

A dormant company needs a minimum number of directors, at least one board meeting in each half of the year, and audited accounts. To become active again, it files MSC-4.