Yes. A dormant company must still file its ROC annual returns every year. Getting dormant status under Section 455 of the Companies Act, 2013 does not switch off your filing obligations — and this is exactly where most of the confusion around roc filing dormant company compliance begins.

I have handled ROC filings for over a decade, and I hear the same question every filing season: "We did no business this year — why should we file?" I understand the frustration. Preparing financial statements for a company that earned nothing feels like pointless paperwork. But the law does not run on feeling. Sections 92 and 137 say "every company" shall file its annual return and financial statements. No asterisk. No exemption for zero revenue. Here is what a dormant company must actually file, when it is due, and what it costs to ignore it.

What does "dormant company" mean under Section 455?

A dormant company is not simply a company with no business. It is a formal legal status. Under Section 455, a company formed for a future project — or one holding assets or intellectual property with no significant accounting transactions — can apply to the Registrar of Companies in Form MSC-1 and be recorded as dormant. The ROC issues a certificate, and the MCA portal reflects the new status.

Here is the part most directors miss: dormant status is a label, not a holiday. Think of it like a car parked in your garage for a year. You are not driving it. The engine is off and the tank is empty. But you still renew its registration, because it still exists in the transport department's records. A dormant company works the same way. It still exists on the ROC's register, so the ROC still expects its annual paperwork — even when every figure in it is zero.

Dormant status itself needs upkeep too. You obtain it through Form MSC-1, and every financial year you file Form MSC-3, the dormant company's own annual return, declaring its financial position. Stop filing MSC-3 and the ROC can cancel the status or strike the company's name off the register. The privilege of staying dormant survives only as long as you maintain it.

ROC filing dormant company: which forms are still mandatory?

Two forms, every year, without exception: AOC-4 and MGT-7. AOC-4 carries your financial statements under Section 137 — balance sheet, profit and loss account, auditor's report. MGT-7 carries your annual return under Section 92 — shareholding, directors, indebtedness. "No activity" changes the numbers, not the obligation. Your profit and loss account will be short and most columns will read nil. The filing takes less effort, but the law treats it as equally mandatory.

The same rule catches companies that never applied for dormant status but simply did no business. The ROC recognises only three situations: active, dormant under Section 455, or struck off. "Inactive but not dormant" is not a legal category. Until strike-off is complete, you file AOC-4 and MGT-7 like everyone else. The forms are identical; only the figures are smaller.

One filing people forget in the bargain: the auditor. Every company must appoint a statutory auditor, and the appointment is reported to the ROC in Form ADT-1. A dormant company still needs its accounts audited each year. Auditing a company with nil transactions is quick work, but skipping the auditor's appointment is a separate default with its own consequences.

When are AOC-4 and MGT-7 due?

The calendar does not bend for dormant companies. For a financial year ending 31 March, the Annual General Meeting must be held by 30 September under Section 96. AOC-4 is due within 30 days of the AGM — around 29 or 30 October. MGT-7 is due within 60 days of the AGM — around 28 or 29 November. These dates apply whether your turnover was Rs. 500 crore or zero. Mark 30 September, 30 October and 30 November as fixed landmarks, because the ROC portal certainly treats them that way.

What is the penalty for not filing?

Rs. 100 per day. That is the additional fee under Section 403 for every day of delay, and it applies to AOC-4 and MGT-7 separately. There is no reduced rate for dormant companies and no concession for nil filings. Leave both forms unfiled for two years and the additional fees alone can cross Rs. 1.4 lakh — often more than the company's entire paid-up capital. File on time. It is cheaper.

Money is only the first problem. If a company fails to file its financial statements or annual returns for three consecutive financial years, its directors risk disqualification under Section 164(2). The ROC can also cancel dormant status and move to strike the company's name off the register. Defaults compound quietly. They rarely stay small.

How do you keep dormant status alive?

You earn dormant status by applying in Form MSC-1 — backed by a special resolution, an audited statement of affairs, and a clean record: no pending inspection, inquiry, investigation or prosecution, and no backlog in your existing ROC filings. Once the ROC issues the certificate, you protect that status by filing Form MSC-3 every financial year. That is the complete maintenance routine for roc filing dormant company compliance: MSC-3 for the dormant status itself, plus AOC-4 and MGT-7 like every other company on the register.

What is the only way to stop filing?

Strike-off. Nothing else ends the obligation — not zero revenue, not a dormant certificate, not a board resolution to keep the company "on hold". Under Section 248, a company with no business can apply in Form STK-2 to have its name struck off the register. Once the ROC strikes the name off and publishes the notice, the company ceases to exist. Only then do the filings stop.

Here is the catch most founders discover too late: the ROC will not approve STK-2 while filings are pending. You must first file every overdue AOC-4 and MGT-7, with the Rs. 100-a-day additional fees. So the companies most eager to avoid filing end up filing everything anyway — just to close. If you will never use the company again, start the strike-off early, while the backlog is still small.

What should you do right now?

Check your company's status on the MCA portal today. If it shows dormant, put three filings on your calendar: MSC-3, AOC-4 and MGT-7. If it shows active and you did no business, file AOC-4 and MGT-7 with nil figures. If you never plan to use the company again, begin the STK-2 strike-off instead of letting penalties compound. Three paths. Pick one deliberately.

If the forms, due dates and DIN logins feel like a maze, get help with your ROC annual filing before the Rs. 100-a-day clock decides for you — including AOC-4 filing, MGT-7 filing and ADT-1 filing for auditor appointment.