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.
Legal Commentary & Landmark Judgments: Section 455
Section 455 provides a formal statutory mechanism for inactive companies or entities formed for future projects or intellectual property holding to obtain the regulated status of a 'dormant company' with minimized compliance burdens.
When incorporating special purpose vehicles (SPVs) for long-gestation infrastructure projects or patent holding, immediately apply for dormant status under Section 455 after incorporation; this protects directors from disqualification under Section 164(2) for non-filing of regular commercial returns.