Most founders think compliance just means filing taxes. GST, TDS and income tax stay on their radar because the penalties hit straight away. ROC compliance sits quietly in the background, and that is exactly why it trips people up.
The Registrar of Companies does not send you friendly reminders. It simply charges extra fees that add up fast. And if a company stays in default for too long, the ROC can start strike-off proceedings, which are costly and slow to reverse.
This guide covers the main annual ROC filings for a private limited company in FY 2026–27 — what to file, by when, and what happens if you miss a deadline. If you would rather not track all this yourself, our startup compliance team keeps an eye on every due date for your company.
The annual filing cycle — what must be filed
Every private limited company has to file two main forms with the ROC each year:
| Form | What it covers | Due | Typical date |
|---|---|---|---|
| AOC-4 | Financial statements | 30 days of AGM | 29 Oct 2026 |
| MGT-7 / 7A | Annual return | 60 days of AGM | 28 Nov 2026 |
| DIR-3 KYC | Director KYC (per DIN) | Annual | 30 Sep 2026 |
Your AGM (the company's Annual General Meeting) must be held within 6 months of the financial year-end — so by 30 September 2026 for FY 2025–26.
Small company benefit: If your company counts as a "small company" under the Companies Act, you file the simpler MGT-7A instead of the full MGT-7. To qualify, your paid-up capital must be below ₹4 crore and turnover below ₹40 crore. Most early-stage startups are well within these limits.
DIR-3 KYC: keeping directors active
Every director who has a Director Identification Number (DIN) must complete their DIR-3 KYC every year by 30 September. It is a simple step that confirms the director's identity against their Aadhaar and PAN.
Miss this date and the director's DIN is marked "deactivated". The catch: a company with even one deactivated DIN cannot file any other ROC form until that KYC is done — and reactivating it costs a late fee of ₹5,000.
Event-based filings that catch founders off-guard
Apart from the yearly filings, certain events force an ROC filing within a short window:
| Event | Form | Deadline |
|---|---|---|
| Director appointed / resigned | DIR-12 | 30 days |
| Change of registered office | INC-22 | 15–30 days |
| Allotment of shares | PAS-3 | 30 days |
| Charge creation (secured loan) | CHG-1 | 30 days |
| Change in capital | SH-7 / PAS-3 | 30 days |
These are easy to forget when you are busy running the business. The simple fix: the moment any of these events happens, set a calendar reminder right then.
Penalties — why they compound fast
The two annual forms have their own penalty. AOC-4 and MGT-7/7A attract a flat extra fee of ₹100 per day, per form, with no upper limit until you file them. For most other forms, the extra fee works on a slab basis instead:
| 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 hurt the most because there is no ceiling on the fee. At ₹100 per day per form, a 90-day delay on AOC-4 costs about ₹9,000 — and the same again on MGT-7.
For a form like CHG-1 on a ₹5 crore charge, the base fee is already high, and the slab multiplier above makes it climb sharply. Companies that have not filed for two or more years often face five-figure catch-up bills before they can get back on track.
Frequently asked questions
What is the AGM deadline if a company was incorporated in March 2026?
For your very first financial year, you get more time — the first AGM must be held within 9 months of the year-end, not 6. So a company incorporated in March 2026 has its first financial year ending 31 March 2027, which makes the first AGM deadline 31 December 2027.
Can we hold the AGM later than 30 September?
Yes, but only with permission. You can apply to the ROC for an extension of up to 3 months. This is meant for genuine, exceptional reasons — it is not automatic, and you have to file the supporting paperwork for it.
Our company has zero turnover. Are we still required to file?
Yes, you still have to file. Every registered private limited company must file AOC-4 and MGT-7/7A every year, even with zero turnover or no activity at all. If the company is truly inactive, there is a separate "dormant company" route under Section 455 that lowers your ongoing filing load.
What happens if a company is struck off?
A struck-off company stops being a legal entity, so it cannot do any business. To bring it back, you have to apply to the NCLT (the company tribunal), which is slow and expensive. Staying on top of your annual filings is always the cheaper and easier path.
Never miss an ROC deadline again. Our CS team tracks every annual and event-based filing for your company, files ahead of every due date, and handles DIR-3 KYC for all directors automatically.
Startup Compliance Calendar 2026
Every GST, TDS, ROC and income-tax deadline for the year — plus startup governance reminders — on one printable page.
Keep your company's ROC compliance current
Our Company Secretary team files your AOC-4, MGT-7 and all event-based forms on time every year — so your company never accumulates late-fee penalties or risks strike-off.