Form MSC-3: Complete Guide to Annual Return of Dormant Companies
Form MSC-3 is the web form through which a Dormant Company files its annual return with the Registrar of Companies (RoC). It is governed by Section 455(5) of the Companies Act, 2013 read with Rules 7 and 8 of the Companies (Miscellaneous) Rules, 2014.
A dormant company must file this return annually, indicating its financial position duly audited by a chartered accountant in practice, along with the prescribed annual fee, within thirty days from the end of each financial year.
Who Should File MSC-3 / When is it Filed
- Every company holding dormant status under Section 455 of the Companies Act, 2013 (i.e., a company that has obtained dormant status via Form MSC-1 or was granted dormant status by the RoC)
- Filing is mandatory annually, within 30 days from the end of each financial year, for as long as the company continues to hold dormant status
- The return must be duly audited by a chartered accountant in practice before filing
Important Checkpoints Before Filing
- Applicant must be registered on the MCA portal before filing
- The company must be registered with MCA and hold a valid, approved CIN
- DSC attached must be registered on the MCA portal against the DIN/DPIN/PAN/Membership Number provided
- The signing authority must have a valid, non-expired, non-revoked DSC and an approved DIN/DPIN or valid PAN/Membership Number, as applicable
- The company’s status must be Dormant under Section 455 at the time of filing
- Additional information that doesn’t fit within a field can be provided as an optional attachment
- Check the ‘Notifications and alerts’ function under ‘My Workspace’ on the MCA portal before filing
Step-by-Step Filing Process
Option 1: Via MCA Services Menu
- Login to the MCA portal
- Go to MCA Services → E-Filing → Company Forms Download
- Navigate to the header “Filing by Dormant Companies”
- Access “Annual return of Dormant companies (MSC-3)”
- Enter CIN information (auto-populated for company users; searchable for professionals; dropdown for other business users)
- Fill up the application
- Optionally save as draft (enabled once CIN is entered)
- Submit the webform
- Note the SRN generated
- Affix DSC on the generated PDF
- Upload DSC-affixed PDF on MCA portal
- Pay Fees — within 15 days of SRN generation for upload and within 7 days of successful upload for payment, or due date of filing + 2 days, whichever is earlier. Failing this, the SRN is cancelled
- Receive acknowledgement
Option 2: Via MCA Search Bar
Search “MSC-3” on the MCA homepage and proceed from Step 3 above (login, then same steps).
There is no provision for resubmission for this webform — it is processed entirely in STP mode.
Field-Level Instructions
Field 5: Financial Year End Date to Which This Return Relates
- Must not be earlier than the date of issue of the certificate granting Dormant Company status
Field 6(a): Particulars of Board Meeting(s) Held
- Enter the number of Board meetings held during the year — fields regenerate accordingly
- For each meeting, enter the date held, total number of directors as on that date, and the number of directors present
Field 9: Break-up of Paid-up Share Capital
- ‘Type of shares’ allows selection of ‘Equity shares’ and/or ‘Preference shares’ via checkbox — ‘Preference shares’ can only be selected if ‘Equity shares’ is also selected
- Based on the number of classes entered for equity/preference shares, the system regenerates fields for number of shares, total nominal amount, total paid-up capital, and total premium for each class
Field 10: Particulars of the Annual Fee
- Enter the annual fee payable along with this webform, which is charged to retain the dormant status — separate from the normal filing/delay fee (see Fee Structure below)
Field 11(a)/(b): Significant Transactions
- Select whether any significant transaction was carried out during the year; if ‘Yes’, provide brief particulars in Field 11(b)
Mandatory Attachments
| Attachment | Mandatory? |
|---|---|
| Duly audited statement of financial position | Mandatory |
| Optional attachment(s) (up to 5) | Optional |
- Format: PDF or JPG; up to 2 MB per individual attachment
Signing Requirements
- Signed by: Director / Manager / Company Secretary / CEO / CFO
- Board resolution number and date authorising the signatory to sign are mandatory; the date must be ≤ system date and ≥ date of incorporation
- Director: enter approved DIN. Manager/CEO/CFO: enter approved DIN or valid income-tax PAN. Company Secretary: enter valid membership number
- A disqualified director cannot sign the form
- Professional Certification by a Chartered Accountant (whole-time practice), Cost Accountant (whole-time practice), or Company Secretary (whole-time practice) is optional for OPC and Small Companies, but otherwise expected as good practice for accuracy of the audited financial position
Fee Structure
Normal Filing Fee — Companies with Share Capital
| Nominal Share Capital (INR) | Fee (INR) |
|---|---|
| Less than 1,00,000 | 200 |
| 1,00,000 to 4,99,999 | 300 |
| 5,00,000 to 24,99,999 | 400 |
| 25,00,000 to 99,99,999 | 500 |
| 1,00,00,000 or more | 600 |
Companies without Share Capital: ₹200
Additional (Delay) Fee
Event date for computing delay: financial year end date. Filing window: 30 days.
| Period of Delay | Additional Fee |
|---|---|
| Up to 30 days | 2× normal fee |
| More than 30 days and up to 60 days | 4× normal fee |
| More than 60 days and up to 90 days | 6× normal fee |
| More than 90 days and up to 180 days | 10× normal fee |
| More than 180 days | 12× normal fee |
Annual Fee (to Retain Dormant Status)
| Authorized Share Capital | Other than OPC & Small Company | OPC & Small Company |
|---|---|---|
| Up to ₹25,00,000 | ₹2,000 | ₹1,000 |
| Above ₹25,00,000 up to ₹50,00,000 | ₹5,000 | ₹2,500 |
| Above ₹50,00,000 up to ₹5,00,00,000 | ₹10,000 | ₹10,000 |
| Above ₹5,00,00,000 up to ₹10 crore | ₹15,000 | ₹15,000 |
| Above ₹10 crore | ₹20,000 | ₹20,000 |
| Company limited by guarantee, not having share capital | ₹2,000 | N/A |
Processing Mode
MSC-3 is processed in STP mode and taken on record electronically without any further processing. Ensure all particulars are correct — there is no provision for resubmission of this webform.
Useful Links
Frequently Asked Questions (FAQs)
Q1. What is the due date for filing MSC-3? Within 30 days from the end of each financial year to which the return relates.
Q2. Is MSC-3 filed only once or every year? It must be filed annually, for every financial year that the company continues to hold dormant status under Section 455.
Q3. Is there a separate fee to retain dormant status? Yes. In addition to the normal filing fee and any delay fee, an annual fee (slabbed by authorized share capital, with concessional rates for OPC and Small Companies) must be paid to retain dormant status.
Q4. Can MSC-3 be resubmitted if rejected? No. MSC-3 is processed in STP mode and taken on record electronically without further scrutiny — there is no resubmission facility, so accuracy at the time of submission is essential.
Q5. Is professional certification mandatory for MSC-3? The Instruction Kit treats certification as optional for OPC and Small Companies; for other companies, the duly audited statement of financial position (certified by a chartered accountant in practice) is a mandatory attachment regardless.
Q6. What happens if the financial year end date entered is before the date of grant of dormant status? The system will not accept it — the date entered in Field 5 cannot be less than the date of issue of the certificate granting Dormant Company status.
Disclaimer
This article is based on the official Instruction Kit published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.
In case of any inconsistency or doubt, readers are advised to refer to the official MCA helpkit and resources available on MCA website.