To activate a company

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sunny keshavani (Querist)
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01 August 2011 A company which was dormant but now it is "Active in Progress" & not in active mode now we want to make it active. The company had not filled the annual return from F.Y. 2006-07 to till today. The two directors of the co had died in 2009 & only one has left.
The co had not inform to ROC about the death of the directors.
Now we want to file form 32 but MCA asked to file first the annual returns, but company can't file the annual return with only one director.
So how to proceed if we want to file Form 32 & annual return for all the years?
What penalty should be arise for these type of Procedure?
Please reply me soon.......

C A S.S.Agarwal, M.Com.,LL.B,

C A S.S.Agarwal, M.Com.,LL.B, (Expert)
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02 August 2011 You should file all your annual returns and balance sheets under the signature of alive director and let him also sign form no 32 by inducting new directors

sunny keshavani

sunny keshavani (Querist)
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02 August 2011 Thaks for the answer but still there is a question is how can we file the annual returns and balance sheet under the signature of only "one" director?

Aashok Kumar Sharma online

Aashok Kumar Sharma online

(Expert)
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02 August 2025 Here’s how you can approach reactivating your company in this scenario:

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### Situation Recap:

* Company is dormant but shown as “Active in Progress” in MCA.
* Annual returns for FY 2006-07 onwards are not filed.
* Two directors died in 2009; now only one director remains.
* Deaths of directors were not intimated to ROC.
* MCA insists on filing pending annual returns before filing Form 32 (to update director details).
* Annual returns cannot be filed with only one director (minimum two directors required for a private limited company).

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### Steps to Proceed:

1. **Appoint Additional Director(s) First:**

* Since the company requires a minimum of two directors (for a private limited company), you **cannot file annual returns or other forms until the minimum director requirement is fulfilled**.
* You must first appoint at least one new director to bring the board back to the minimum strength.
* For this, file **Form DIR-12** with MCA for appointment of new director(s).

* If you do not have the power to call a board meeting or pass resolutions due to lack of quorum, then:

* Get the consent of existing director(s) (the one remaining director).
* If no one else is available, you may consider a **court order** or **special resolution** via postal ballot/e-consent if possible.
* Alternatively, consult a Company Secretary or legal expert for a Director’s appointment via resolution by the sole director (in some cases allowed).
* Intimate the deaths of directors to ROC via **Form DIR-12** (with death certificate attached) for deregistration of deceased directors.

2. **File Annual Returns for the Pending Years:**

* Once you have at least two directors on record, file the **pending annual returns and financial statements (Form MGT-7 and AOC-4)** for all years from 2006-07 to current.
* This may require some effort to prepare or reconstruct financial statements for earlier years.

3. **Penalties and Late Fees:**

* Late filing of annual returns and financial statements attracts **penalty fees under the Companies Act, 2013**, including:

* Late filing fees per day of default.
* Possible fines under Section 99 for default in filing annual return.
* Also, failure to inform ROC about director changes attracts penalties.
* MCA portal will calculate the exact late fees at the time of filing.
* Penalties can be significant if the delay is many years.

4. **File Form 32 (for Director Changes):**

* After appointing new directors and filing pending returns, file **Form 32** to update director details (to notify deaths and appointments).

5. **Check for Additional Compliance:**

* The company may also need to file **Form ACTIVE** (Active Company Tagging Identities and Verification) as MCA periodically requires companies to confirm their active status.
* If the company has been dormant, you may also need to file **Form MSC-1** for dormant companies (if you want to keep it dormant before reactivation).

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### Summary:

| Action | Form/Procedure | Notes |
| ---------------------------------------- | -------------- | ------------------------------- |
| Intimate death of directors | Form DIR-12 | Attach death certificate |
| Appoint new directors | Form DIR-12 | To maintain minimum 2 directors |
| File pending Annual Returns & Financials | MGT-7 & AOC-4 | For all delayed years |
| File Form 32 to update director details | Form 32 | After appointing new directors |
| Pay applicable late fees & penalties | - | Calculated on MCA portal |

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### Important:

* This process may require professional help (Company Secretary, Chartered Accountant, or legal expert).
* If you are unable to appoint directors or comply, company may face **striking off** by ROC.
* You can also approach the Regional Director or Company Law Board for relief if stuck.

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If you want, I can help draft a plan or suggest detailed forms and procedures step-by-step. Would you like that?

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