FORM D – Annual return of inactive company

For better understanding of Form D, need to know the definition of inactive company;

Inactive company means a company, other than a listed 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;

Significant accounting transaction means any transaction other than

(i) payments made by it to fulfill the requirements of this Act or any other law;

(ii) allotment of shares to fulfill the requirements of this Act; and

(iii) payments for maintenance of its office and records

Section 424(5) of Companies Act 2017

An inactive company shall have such minimum number of directors, file such documents as may be specified by the Commission through regulations to the registrar to retain its inactive status in the register and pay such annual fee as prescribed in the Seventh Schedule and may become an active company on an application made in this behalf accompanied by such documents as may be specified by the Commission through regulations on payment of such fee as prescribed in the Seventh Schedule.

Seventh Schedule, Clause VIII: Annual fee payable by an inactive company under section 424 of the Act, payable on 1st January each year after obtaining the status of an inactive company-

1. not having share capital Rs. 1,000 for online while Rs. 2,000 in case of offline filing
2. having an authorized share capital of
   1. up to Rs. 5 Million, a fee of Rs 1,000 for online while 2,000 in case of offline filing
   2. more than Rs. 5 Million and up to Rs. 10 Million, a fee of Rs 2,000 for online while 4,000 in case of offline filing
   3. more than Rs. 10 Million, a fee of Rs 5,000 for online while 10,000 in case of offline filing

Regulations 36 of Companies General Provisions And Forms Regulations

Inactive Company

1) Subject to the provisions of section 424 of the Act, a company may file an application to the registrar as per Form 38 for obtaining status of an inactive company.

(2) An inactive company shall comply with the following requirements to retain its inactive status in the register—

(i) shall have minimum number of one director in case of a single member company, two directors in case of a private limited company and three directors in case of public limited company; (

ii) shall file Annual return on Form D along with payment of annual fee as per Seventh Schedule to the Act.

2) An inactive company shall comply with the following requirements to retain its inactive status in the register—

(i) shall have minimum number of one director in case of a single member company, two directors in case of a private limited company and three directors in case of public limited company;

(ii) shall file Annual return on Form D along with payment of annual fee as per Seventh Schedule to the Act.

(3) Any company which was earlier granted status of inactive company and now desirous of starting operations shall apply as per Form 39 to the registrar to become active company.

Below declaration and confirmation we need to acknowledge through Form D.

Declaration in Form D:
I do hereby solemnly, and sincerely declare that the information provided in the form is:
(i) true and correct to the best of my knowledge, in consonance with the record as maintained by the Company and nothing has been concealed; and
(ii) hereby reported after complying with and fulfilling all requirements under the relevant provisions of law, rules, regulations, directives, circulars and notifications whichever is applicable.
It is further declared that as soon as company starts its operations, it will report to the Commission, immediately

Confirmation about inactive status of Company
It is hereby stated and confirmed that the Company has:
(i) not carried out any operation since grant of status as an inactive company;
(ii) no substantial assets or Accounting transactions;