Section 455 — Dormant company

(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 significan t 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.

3. Ins. by Act 29 of 2020, s. 65 (w.e.f. 22-1-2021).
1. Subs. by Act 22 of 2019, s. 42, for “such company and the officer who is in default” (w.e.f. 2-11-2018).
2. Subs. by s. 42, ibid., for “does not pay the penalty imposed by the adjudicating officer or the Regional Director” (w.e.f. 2-11-
2018).
3. The words “Where an officer of a company or any other person” omitted by s. 42, ibid., (w.e.f. 2-11-2018).
4. The words “does not pay the penalty” omitted by s. 42, ibid. (w.e.f.. 2-11-2018).
5. Ins. by s. 43, ibid. (w.e.f. 2-11-2018).

(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 maybe 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