Section 455 Dormant company – Companies Act 2013

Amended and updated notes on section 455 of Companies Act 2013. Detail discussion on provisions and rules related to dormant company.

Amended and updated notes on section 455 of Companies Act 2013. Detail discussion on provisions and rules related to dormant company.

Chapter XXIX (Sections 447470) of the Companies Act, 2013 (CA 2013) deals with the provisions related to miscellaneous. Section 455 of CA 2013 provides for dormant company.

Recently, we have discussed in detail section 454A (Penalty for repeated default) of CA 2013. Today, we learn the provisions of section 455 of the Companies Act 2013.

The provisions of section 455 are effective from 1st April, 2014. You may refer Notification No. S.O. 902(E) dated 27th March, 2014. In this article, you will learn detail of the provisions of section 455 the Companies Act 2013 read with the Companies (Miscellaneous) Rules, 2014.

Name of ActThe Companies Act 2013
Enacted byParliament of India
Administered byMinistry of Corporate Affairs (MCA)
Number of Chapters29
Number of Sections484 (470-43+57)
Number of Schedules7
You are reading:
Chapter No.XXIX
Chapter NameMiscellaneous
Section No.455
Section NameDormant company
Monthly Updated EditionCompany Law PDF

Section 455 of Companies Act 2013: Dormant company

Section 455 shall come into force on 1st April, 2014 vide Notification No. S.O. 902(E) issued dated 27.03.2014

(1) Where a company is formed and registered under this 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 an application to the Registrar in such manner as may be prescribed for obtaining the status of a dormant company.

Explanation: For the purposes of this section, —

  • (i)inactive company” means 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;
  • (ii)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.

(2) The Registrar on consideration of the application shall allow the status of a dormant company to the applicant and issue a certificate in such form as may be prescribed to that effect.

(3) The Registrar shall maintain a register of dormant companies in such form as may be prescribed.

(4) In case of a company which has not filed financial statements or annual returns for two financial years consecutively, the Registrar shall issue a notice to that company and enter the name of such company in the register maintained for dormant companies.

(5) A dormant company shall have such minimum number of directors, file such documents and pay such annual fee as may be prescribed to the Registrar to retain its dormant status in the register and may become an active company on an application made in this behalf accompanied by such documents and fee as may be prescribed.

(6) The Registrar shall strike off the name of a dormant company from the register of dormant companies, which has failed to comply with the requirements of this section.


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