• Praveer Shukla

Section 455- Dormant Company

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Section 455 of the Companies Act, 2013 talks about the Dormant Company. This section consists of 6 subsections.


As per the first subsection, a dormant company is a company that is formed and registered for some future project or to hold intellectual property or an asset. In addition to these, it also has no significant financial accounting transactions.


When such a company has been formed and registered, it can apply to the Registrar to obtain the status of a dormant company.


According to Section 455 (2) of the Companies Act, 2013, upon receiving the application for registration of a company as a dormant company, the Registrar may issue the certificate and allow the applicant to register as a dormant company in such form as may be prescribed.


Sub-section 3 of Section 455 says that a Registrar needs to maintain a register containing the list of companies that have been registered as dormant companies in such a manner as has been prescribed.


According to sub-section 4 of Section 455, a company can automatically be registered as a dormant company if that company has not filed the annual returns or financial statements consecutively for 2 financial years. In this case, the registrar will issue a notice and enter the company's name in the register as a dormant company.


Section 455 (5) states that a dormant company shall maintain a minimum number of directors, pay the annual fees, and file such other relevant documents as prescribed to retain its status as a dormant company.


This subsection further states that such a company may obtain the status of an active company by filing an application in this matter to the Registrar along with the fees and documents that have been prescribed.


The last subsection i.e. subsection 6 of Section 455 states that if any company fails to comply with the requirements of Section 455, such company shall cease to be a dormant company and the Registrar shall strike off the name of the company as a dormant company from the register.

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