ROC Filing: Overview (FY 2025-26)
ROC filing means three things every year for a company: file audited financial statements in Form AOC-4 within 30 days of the AGM, file the annual return in Form MGT-7 (MGT-7A for OPCs and small companies) within 60 days of the AGM, and keep each director's KYC current through Form DIR-3 KYC Web.
For FY 2025-26, a company that holds its AGM on the last permitted date, 30 September 2026, must file AOC-4 by 30 October 2026 and MGT-7 by 29 November 2026. Late filing costs ₹100 per day per form with no upper limit. Statutory penalties are charged on top.
Rule change this year: Many guides still show the old version. DIR-3 KYC is no longer an annual filing. It now falls due once every three financial years, by 30 June.
AOC-4 Due
30 Days After AGM
MGT-7 Due
60 Days After AGM
Key Takeaways
A Private Limited Company has an AGM deadline of 30 September for FY 2025-26. AOC-4 is due 30 days after the AGM and MGT-7 is due 60 days after it.
A One Person Company holds no AGM. Its AOC-4 is due within 180 days of the financial year end, which is about 27 September.
Late filing carries an additional fee of ₹100 per day per form, uncapped. Sections 137(3) and 92(5) also allow penalties of ₹10,000 plus ₹100 per day, capped at ₹2,00,000 for the company and ₹50,000 for each officer in default.
DIR-3 KYC Web moved to a three-yearly cycle from 31 March 2026, with a 30 June due date. Missing it deactivates the DIN, and reactivation costs ₹5,000.
LLPs follow a different calendar: Form 11 by 30 May and Form 8 by 30 October.
ROC filings follow financial years. "Assessment year" is an income tax term, so FY 2025-26 is the period that matters here.
AOC-4 and MGT-7 Filing Due Dates
Both due dates run from the AGM, not from the end of the financial year.
AGM deadline
The AGM must be held within six months of the year end. For FY 2025-26 that is 30 September 2026.
AOC-4
Due within 30 days of the AGM.
MGT-7
Due within 60 days of the AGM.
| If Your AGM Is Held On |
AOC-4 Due |
MGT-7 Due |
| 30 September 2026 |
30 October 2026 |
29 November 2026 |
| 15 September 2026 |
15 October 2026 |
14 November 2026 |
| 1 September 2026 |
1 October 2026 |
31 October 2026 |
If you hold the AGM earlier, your dates move earlier. Do not simply use the 30 October and 29 November dates. Count from the date your AGM actually took place.
MCA sometimes extends these dates by general circular. For FY 2024-25, a reported extension ran to 31 January 2026. Treat extensions as a bonus and plan for the statutory date.
Haven't held your AGM at all? The 30 September deadline has just passed. Under Section 99 of the Companies Act, a company that defaults on the AGM can face a penalty of ₹1 lakh, with ₹5,000 for each day the default continues. Hold the meeting as soon as you can and then file.
DIR-3 KYC Update Online: The New Three-Year Rule
Rule 12A of the Companies (Appointment and Qualification of Directors) Rules was amended by G.S.R. 943(E), effective 31 March 2026. The change, as reported in several compliance summaries:
Filed once every three consecutive financial years, not every year.
Due date moved from 30 September to 30 June of the year following the third financial year.
Filed through DIR-3 KYC Web, which verifies mobile and email by OTP.
A change in mobile, email or residential address must be reported through DIR-3 KYC Web within 30 days. This does not restart your three-year clock.
Timely filing carries no government fee. If you miss the due date, the DIN is marked "Deactivated due to non-filing of DIR-3 KYC" and you must file with a ₹5,000 fee to reactivate it.
A director who filed KYC for FY 2025-26 is reported to be next due by 30 June 2028. The cycle depends on when your DIN was allotted, so check the status shown against your DIN on the MCA portal.
A deactivated DIN stops you signing any MCA filing, which can freeze the company's own AOC-4 and MGT-7 if the signing director is affected. Designated partners of LLPs are covered by the same requirement. If you hold several directorships or need help sorting the due date for each DIN, see our DIR-3 KYC Filing Service Online.
ROC Annual Return Filing Online: Step by Step
On the MCA V3 portal. Menu names shift between portal updates.
Documents to Keep Ready
Audited financial statements (balance sheet, P&L, cash flow where applicable, and notes)
Board's report and auditor's report, as approved at the AGM
Date of the AGM and the signed AGM notice and minutes
Shareholder and director details, and shareholding as at year end, for MGT-7
Class 3 Digital Signature Certificates for the signatories
An MCA V3 login for the company or professional filing
Filing AOC-4
1
Open the Form
Log in to the MCA portal, open the company e-filing section and select AOC-4 (or the XBRL version if your company falls in that category).
2
Enter Details
Enter company details, financial data and the AGM date, plus particulars such as auditor details and the status of the financial statements.
3
Attach Documents
Attach the financial statements, Board's report and auditor's report in the formats the form requests.
4
Validate the Form
The system flags missing fields.
5
Apply Digital Signatures
A director signs digitally, and the form carries a block for certification by a practising professional. Check the signing block on the current version of the form.
6
Pay the Fee
The government fee for AOC-4 runs between ₹200 and ₹600 depending on authorised share capital, plus the additional fee if you are late.
7
Submit and Save the SRN
Note the Service Request Number and keep the acknowledgement.
Filing MGT-7 or MGT-7A
1
Choose the Form
Select MGT-7 or MGT-7A under the same e-filing section.
2
Enter Company Particulars
Registered office, principal business activity, shareholding pattern, promoters, directors and KMPs, and meetings held during the year.
3
Attach Lists
Attach the list of shareholders and debenture holders, and any other attachment the form requires.
4
Obtain Certification
MGT-7 carries a signature by a director and by the company secretary or, where there is none, by a practising professional.
5
Sign, Pay and Submit
Sign digitally, pay the fee, submit and save the SRN.
Filing DIR-3 KYC Web
1
Log In
Use the DIN holder's credentials on the MCA portal and go to the DIN services section.
2
Choose DIR-3 KYC Web
Confirm your PAN, address and personal details.
3
Verify by OTP
Verify the mobile number and email by OTP.
4
Submit
No fee applies if you file on time.
Digital Signatures, MGT-8 and Secretarial Audit
A Class 3 DSC is how you sign MCA forms. In practice:
The director signing AOC-4 and MGT-7 needs a valid Class 3 DSC registered on the MCA portal.
The company secretary or practising professional certifying the forms uses their own DSC.
Keep DSCs alive and registered. An expired certificate on filing day is a common reason a due date gets missed.
DIR-3 KYC Web does not need a DSC, since OTP verification does the job.
Secretarial Audit and MGT-8: When They Apply
These two get mixed up, and they are different things.
MGT-8
A certificate by a practising company secretary on the annual return. Section 92(2) requires it for companies with paid-up capital of ₹10 crore or more, or turnover of ₹50 crore or more. A smaller private company does not need it.
Secretarial audit (Form MR-3)
Under Section 204 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, it covers listed companies, public companies above specified paid-up capital or turnover levels, and companies with large outstanding borrowings from banks or financial institutions. A typical small private company or OPC is not caught. Check the current limits for your case, because thresholds apply to the last day of the financial year.
OPC vs Private Limited ROC Compliance
How the annual compliance differs by structure:
| Point |
One Person Company |
Private Limited Company |
| AGM |
Not required |
Required within six months of year end |
| Board meetings |
At least one in each half of the year, gaps of at least 90 days |
At least four a year, no gap above 120 days |
| AOC-4 due date |
Within 180 days of year end (about 27 September) |
30 days from the AGM |
| Annual return form |
MGT-7A |
MGT-7 (or MGT-7A if a small company) |
| Annual return due date |
Calendar tools show about 26 November 2026; confirm with your CS |
60 days from the AGM |
| Audit of accounts |
Required |
Required |
| DIR-3 KYC for directors |
Same rule |
Same rule |
| Late fee on annual forms |
₹100 per day per form |
₹100 per day per form |
Some OPCs find the compliance load too light for their growth and convert into a private company. If that is your path, our page on Private Limited Company Registration describes the structure.
LLP Annual Compliance
An LLP is not governed by the Companies Act and does not file AOC-4 or MGT-7. It files:
Form 11
Annual return, by 30 May each year.
Form 8
Statement of accounts and solvency, by 30 October each year.
Late fee
₹100 per day per form, with no cap.
Designated partners also hold a DIN and must complete DIR-3 KYC like company directors. Our LLP Annual Compliance Online service covers this calendar.
ROC Penalty for Late Filing
Late filing triggers two separate charges, and many founders only expect the first:
| Charge |
Amount |
How It Arises |
| Additional filing fee |
₹100 per day per form, no cap |
Charged automatically when you file after the due date |
| Penalty on the company (Sections 137(3) and 92(5)) |
₹10,000 + ₹100 per day, up to ₹2,00,000 |
Imposed through adjudication |
| Penalty on each officer in default |
₹10,000 + ₹100 per day, up to ₹50,000 |
Imposed through adjudication |
Worked Example
A private company holds its AGM on 30 September 2026. It files AOC-4 on 20 November, 21 days after the 30 October due date, and MGT-7 on 20 December, 21 days after the 29 November due date.
- Additional fee on AOC-4: 21 × ₹100 = ₹2,100
- Additional fee on MGT-7: 21 × ₹100 = ₹2,100
- Total additional fees: ₹4,200
If the Registrar then adjudicates the default under Section 137(3), the company could face ₹10,000 plus ₹100 per day, and each officer in default could be penalised as well. The fee is automatic, while the penalty is not, but you cannot count on being let off.
Consequences That Cost More Than the Fees
Directors can be disqualified under Section 164(2) if the company fails to file financial statements or annual returns for three continuous financial years.
The Registrar can strike the company off under Section 248 for prolonged non-filing.
A deactivated DIN blocks the director's signature on any MCA form.
Lenders and clients check MCA status, and a company marked as defaulting loses credibility.
MCA has reportedly introduced a Companies Compliance Facilitation Scheme, 2026 to reduce additional fees on long-pending filings. Check the MCA site for whether the window is open and which forms qualify before you decide how to clear a backlog.
If the business has stopped trading altogether, leaving it dormant with unfiled returns is the costliest choice. Our Fast-Track Company Closure Service covers the exit route, but the compliance owed up to the date of closure still has to be cleared.
Common ROC Filing Mistakes
Counting due dates from the year end instead of the actual AGM date.
Holding an AGM late and assuming the 30 October date still applies.
Letting a DSC expire or leaving it unregistered on the portal.
Filing AOC-4 with figures that do not match the audited accounts.
Treating DIR-3 KYC as annual and missing the new 30 June cycle, or assuming a change of mobile number counts as an automatic renewal.
Filing MGT-7 when the company now qualifies for MGT-7A under the higher small-company limits, or the other way round.
Ignoring a nil-activity year. The form is still required.
Frequently Asked Questions
Got questions? Find clear answers from our CA/CS compliance team:
Yes. Every company files AOC-4 and the annual return, even with zero turnover. A nil year still needs audited accounts.
Thirty days after the AGM. If the AGM is held on 30 September 2026, it is due on 30 October 2026.
Sixty days after the AGM, which is 29 November 2026 for a 30 September AGM.
AOC-4 files your financial statements. MGT-7 files your annual return, which covers shareholding, directors and meetings.
One Person Companies and small companies. Small company limits were raised from 1 December 2025 to paid-up capital of ₹10 crore and turnover of ₹100 crore, so more companies now qualify.
No. An OPC files its AOC-4 within 180 days of the financial year end and files MGT-7A, with no AGM.
₹100 per day per form for AOC-4 and MGT-7, with no maximum. A late fee of ₹100 per day also applies to LLP Forms 8 and 11.
The additional filing fee is not capped. The Section 137(3) and 92(5) penalties are capped at ₹2,00,000 for the company and ₹50,000 for each officer.
No. It is now once every three consecutive financial years, due on 30 June. Confirm your own due date on the MCA portal.
Your DIN is deactivated and you cannot sign MCA forms. File DIR-3 KYC Web with the ₹5,000 fee to reactivate it.
Yes. Anyone who holds a DIN or DPIN is covered.
Yes. A Class 3 DSC is required for AOC-4 and MGT-7. DIR-3 KYC Web uses OTP verification instead.
Yes. Companies must appoint an auditor and get accounts audited regardless of turnover.
Generally no. It applies to listed companies, public companies above certain limits and companies with large outstanding borrowings. Check Rule 9 for your case.
The Registrar can strike the company off, and directors can be disqualified under Section 164(2) after three continuous years of default.
It sometimes does through general circulars. Plan for the statutory date and treat an extension as a benefit if it comes.
The additional fee is automatic once you cross the due date. The statutory penalty depends on the Registrar's adjudication. Filing promptly limits your exposure.