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  • AGM by 30 September
  • AOC-4 within 30 days of AGM
  • ₹100 a day late fee

ROC annual compliance for companies and LLPs

Every company and LLP must file its accounts and annual return with the Registrar every year, whether or not it did any business. We run the full annual cycle, from board meetings and the AGM to the MCA filings, so that late fees and director disqualification never arise.

Updated Reviewed by our legal team

ROC annual compliance for private limited companies and LLPs, AOC-4 and MGT-7 filed on the MCA portal
Quick answer

A company must hold its annual general meeting by 30 September (within six months of the year end), file its financial statements in Form AOC-4 within 30 days of the AGM, and file its annual return in MGT-7 or MGT-7A within 60 days of the AGM. An LLP files Form 11 by 30 May and Form 8 by 30 October. Late filing costs ₹100 a day per form, and three years of default disqualifies the directors under Section 164(2).

Law
Companies Act 2013; LLP Act 2008
Authority
Registrar of Companies, MCA portal
Late fee
₹100 per day per form
Disqualification
3 years of non-filing, for 5 years

Annual compliance calendar for a private company

ComplianceForm or eventDue date (financial year ending 31 March)
Board meetingsMinutes, attendanceAt least four a year, gap not over 120 days (small companies and OPCs: one in each half-year, 90 days apart)
Statutory auditAuditor's reportBefore the AGM
Annual general meetingNotice, minutesBy 30 September (first AGM within nine months of the first year end); OPCs exempt
Financial statementsAOC-4 (or AOC-4 XBRL, AOC-4 CFS)Within 30 days of the AGM
Annual returnMGT-7, or MGT-7A for small companies and OPCsWithin 60 days of the AGM
Auditor appointmentADT-1Within 15 days of the AGM at which the auditor is appointed (normally for five years)
Return of depositsDPT-3By 30 June, for outstanding loans and receipts not treated as deposits
MSME outstanding paymentsMSME-1Half-yearly, by 31 October and 30 April, where dues to micro or small suppliers exceed 45 days
Director KYCDIR-3 KYCAs notified for each director holding a DIN

Directors must also give their disclosure of interest in MBP-1 and non-disqualification declaration in DIR-8 at the first board meeting of each year, and the company must keep its statutory registers up to date. Income tax and GST filings run alongside; see business tax filing.

The AGM and financial statements

Section 96 requires every company other than an OPC to hold an AGM within six months of the end of the financial year, and not more than 15 months after the previous one. The Registrar can extend the date by up to three months for special reasons, but not for the first AGM. The board approves the audited financial statements and the board's report first, and they are then laid before the members.

Under Section 137 the financial statements, with the auditor's report and board's report, are filed in AOC-4 within 30 days of the AGM. Listed companies and larger companies file in XBRL format, and companies with subsidiaries also file consolidated statements in AOC-4 CFS. If the AGM is not held, the statements must still be filed within 30 days of the last date on which it should have been held.

Annual return, auditor and director KYC

The annual return under Section 92 records the shareholding, directors, meetings and changes during the year. It is filed in MGT-7, or the shorter MGT-7A for OPCs and small companies, within 60 days of the AGM. The company must also place a copy of the annual return on its website, if it has one, and give the web link in the board's report.

The first auditor is appointed by the board within 30 days of incorporation. At the first AGM the members appoint an auditor for a term of five years, and the company files ADT-1 within 15 days. If an auditor resigns, the auditor files ADT-3 and a new appointment follows.

Every individual holding a Director Identification Number must complete DIR-3 KYC by the date notified by MCA. Historically this was an annual filing due by 30 September; MCA has moved towards a less frequent cycle with updates required when contact details change, so we confirm the current rule each year. A DIN not updated in time is deactivated and restored only on payment of a ₹5,000 fee. See DIN for directors.

Annual compliance for an LLP

FormWhat it containsDue date
Form 11Annual return: partners, contribution, changesWithin 60 days of the year end (30 May)
Form 8Statement of account and solvency, signed by designated partnersWithin 30 days from the end of six months of the financial year (30 October)
Income tax returnITR-5, with tax audit where applicable31 July, or 31 October if audited

An LLP's accounts must be audited if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh. Changes in partners, contribution or the registered office are filed separately within 30 days, in Forms 3, 4 and 15. Late filing of Form 8 or Form 11 attracts an additional fee of ₹100 a day per form, without any upper limit, and a penalty under the LLP Act.

What happens when filings are missed

  • Additional fees: ₹100 a day for each late form, such as AOC-4 and MGT-7, continuing until filed. A company that misses two years can owe more in late fees than in its entire audit cost.
  • Penalties: separate penalties on the company and every officer in default under Sections 92 and 137, now imposed by adjudicating officers under the in-house adjudication mechanism.
  • Director disqualification: under Section 164(2), if a company fails to file financial statements or annual returns for any continuous period of three financial years, every director becomes disqualified for five years from being appointed in that or any other company, and their DINs are deactivated. They must also vacate office in other companies.
  • Strike off: the Registrar can strike off a company that has not filed or carried on business, under Section 248, after which its bank accounts are frozen and restoration needs an NCLT petition.

Small companies and OPCs pay reduced penalties under Section 446B, but the late fees and disqualification rules apply in full.

Dormant companies and catching up on old years

A company that has stopped trading still has to hold board meetings, get its accounts audited and file AOC-4 and MGT-7A, even with nil figures. If there is no plan to revive it, the cheaper path is usually closure by filing STK-2 for voluntary strike off, after bringing filings up to date and closing liabilities. A company that intends to stay inactive for future use can apply for dormant status under Section 455.

If you are several years behind, we prepare and file the pending years in sequence, compute the late fees in advance, and advise whether a Companies Fresh Start or similar relief scheme is open, since MCA has announced such schemes from time to time. Where directors are already disqualified, the remedy may lie with the NCLT or the High Court.

What annual compliance costs

Government fees on MCA forms are modest and depend on the company's authorised share capital; late fees are what make non-compliance expensive. Our annual compliance fee is fixed in advance and covers board and AGM documentation, statutory registers, AOC-4, MGT-7 or MGT-7A, ADT-1 where due, DPT-3, MSME-1 and director KYC. Audit fees are charged by the auditor separately. Changes during the year, such as a new director or a capital increase, are handled under our company changes service.

Documents you need

To prepare the annual filings, we need:

  • Audited financial statements and auditor's report
  • Board's report or the information to draft it
  • Shareholding pattern and any share transfers during the year
  • Details of directors and key managerial personnel, with changes during the year
  • Dates and minutes of board meetings and the AGM
  • Details of loans taken, deposits and outstanding dues to MSME suppliers
  • Digital signatures of a director and, where required, the company secretary
  • For LLPs: statement of account, partner details and contribution

How we handle it for you

  1. Compliance calendar

    We prepare your due dates for the year at the start of the financial year.

  2. Board and AGM papers

    Notices, agendas, resolutions and minutes are drafted for every meeting.

  3. Prepare forms

    AOC-4, MGT-7 or MGT-7A, ADT-1, DPT-3 and MSME-1 are prepared from the audited data.

  4. File on MCA

    Forms are certified where required and filed within the due dates.

  5. Close and report

    You receive the challans, filed forms and an updated compliance record.

Why clients choose ProudLegal

Advocates who appear in courtYour matter is drafted and argued by enrolled advocates, not call-centre staff.

Company and tax filings in-houseCompany secretaries and tax professionals handle registrations and returns.

Fees agreed in writingYou receive a written fee quote before any work begins.

Updates on WhatsApp and emailEvery hearing date, filing and document is shared as it happens.

Please note: this page explains the law and procedure in general terms as on 30 October 2026. Fees, limits and timelines change, and the facts of each case matter, so take advice on your own papers before acting.

Frequently asked questions

What is the due date for AOC-4?

Within 30 days of the AGM. If the AGM is held on 30 September, AOC-4 is due by 30 October.

What is the due date for MGT-7?

Within 60 days of the AGM, so by 29 November if the AGM is held on 30 September.

Is ROC filing required if the company had no business?

Yes. Every company must hold meetings, get its accounts audited and file AOC-4 and the annual return, even with nil turnover.

What is the late fee for ROC filings?

₹100 a day for each form filed late, in addition to penalties on the company and officers in default.

What are the due dates for LLP annual filings?

Form 11 by 30 May and Form 8 by 30 October each year, plus the income tax return.

When are directors disqualified for non-filing?

Under Section 164(2), when the company fails to file financial statements or annual returns for any continuous three financial years. The disqualification lasts five years.

Does an OPC need to hold an AGM?

No. An OPC is exempt from holding an AGM, but must still file AOC-4 within 180 days of the year end and MGT-7A.

What is MGT-7A?

The abridged annual return for One Person Companies and small companies, in place of the full MGT-7.

Annual filings due?

Share your CIN or LLPIN. We will check your filing status on the MCA portal and quote a fixed annual fee.

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