ROC annual compliance for private limited companies: AOC-4, MGT-7 and what you must not miss

Most founders think of compliance as a tax-filing exercise. GST, TDS, income tax — these are on the radar because the penalties are immediate. ROC compliance sits in a quieter corner of a founder's mental checklist, and that's exactly why it causes problems. The Registrar of Companies doesn't send you gentle reminders. It levies additional fees that compound quickly, and a company that falls significantly into default faces strike-off proceedings — which are expensive and time-consuming to reverse.

This guide covers the key annual ROC obligations for a private limited company in FY 2026–27: what to file, when, and what happens if you miss the deadlines. For end-to-end ROC compliance support, our startup compliance team tracks every due date for your company.

The annual filing cycle — what must be filed

Every private limited company must file two core annual forms with the ROC:

The AGM itself must be held within 6 months of the financial year-end — so by 30 September 2026 for FY 2025–26.

DIR-3 KYC: keeping directors active

Every director who holds a Director Identification Number (DIN) must complete DIR-3 KYC annually by 30 September. This verifies the director's identity against their Aadhaar and PAN. Directors who miss this deadline have their DIN flagged as "deactivated" — and a company with deactivated DINs cannot file any other ROC form until the KYC is completed (with a late fee of ₹5,000).

Event-based filings that catch founders off-guard

Beyond the annual cycle, certain events trigger mandatory ROC filings within tight windows:

These are easy to miss when you're heads-down in the business. Set a calendar reminder for every corporate event alongside the transaction itself.

Penalties — why they compound fast

The two annual filings carry their own penalty: AOC-4 and MGT-7/7A attract a flat additional fee of ₹100 per day, per form, with no cap until they are filed. For most other forms, additional fees accrue on a slab basis:

Late-filing fee multipliers — most other ROC forms

How late	Additional fee
Up to 30 days	2× normal fees
30–60 days	4× normal fees
60–90 days	6× normal fees
90–180 days	10× normal fees
Beyond 180 days	12× normal fees

The annual forms bite hardest because there is no multiplier ceiling: at ₹100 per day per form, a 90-day delay on AOC-4 costs about ₹9,000 — and the same again on MGT-7. On a CHG-1 for a ₹5 crore charge, the base fee is much higher and the slab multiplier above compounds sharply. Companies that haven't filed in two or more years often face five-figure catch-up costs before they can start fresh.

Frequently asked questions

What is the AGM deadline if a company was incorporated in March 2026?

For the first financial year, a company must hold its AGM within 9 months of the financial year-end (rather than 6). For a company incorporated in March 2026, the first financial year ends 31 March 2027, so the first AGM deadline is 31 December 2027.

Can we hold the AGM later than 30 September?

You can apply to the ROC for an extension of up to 3 months. However, this is for exceptional circumstances — the automatic extension is not guaranteed and carries its own documentation.

Our company has zero turnover. Are we still required to file?

Yes. Every registered private limited company must file AOC-4 and MGT-7/7A every year regardless of turnover or activity. A dormant company has a separate process under Section 455 to reduce its ongoing obligations.

What happens if a company is struck off?

A struck-off company is no longer a legal entity and cannot transact business. Restoring a struck-off company requires an application to the NCLT, which is time-consuming and expensive. Staying current with annual filings is always the cheaper option.