Annual ROC Compliance Calendar for Companies and LLPs
Every company and LLP must file annual returns and financial statements with the Registrar of Companies (ROC), even with no business or nil turnover. Missing them leads to ₹100 per day additional fees with no upper limit, disqualification of directors after three years, and eventually strike-off. Here is the calendar for a typical March year-end company and LLP.
Private limited company: annual calendar
| Form / event | What | Due date (FY 2025-26) |
|---|---|---|
| DIR-8 / MBP-1 | Directors’ disclosures of interest and non-disqualification | First board meeting of the year (April onward) |
| MSME-1 (half-yearly) | Dues to MSME suppliers outstanding for more than 45 days | 30 April (Oct–Mar) and 31 October (Apr–Sep) |
| DPT-3 | Return of deposits and outstanding loans not treated as deposits | 30 June |
| DIR-3 KYC | Director KYC. Now once every three years (see below) | 30 June of the filing year |
| Board meeting to approve accounts and the board’s report | Before the AGM notice | |
| AGM | Adopt audited accounts and appoint or ratify the auditor | Within 6 months of the year-end: 30 September 2026 (first AGM within 9 months of the first year-end) |
| ADT-1 | Auditor appointment (at the first AGM, then every 5 years) | 15 days after the AGM |
| AOC-4 (or AOC-4 XBRL) | Financial statements and board’s report | 30 days after the AGM (about 30 October 2026) |
| MGT-7 / MGT-7A | Annual return (MGT-7A for small companies and OPCs) | 60 days after the AGM (about 29 November 2026) |
| Income tax return | 31 October, or as extended (21 November 2026 for AY 2026-27) |
One Person Companies don’t hold an AGM. AOC-4 is due within 180 days of the year-end (27 September), and MGT-7A within 60 days of the date the AGM would have been held.
DIR-3 KYC: now once every three years
From 31 March 2026, MCA amended the director rules (notified in December 2025). Instead of an annual KYC, directors holding a DIN must file DIR-3 KYC once every three financial years, by 30 June. Changes to mobile, email or address must still be updated within 30 days. A DIN that misses KYC is deactivated, with a ₹5,000 fee to reactivate.
Other event-based filings
- INC-20A: commencement of business, within 180 days of incorporation (new companies)
- PAS-3: allotment of shares, within 30 days
- DIR-12: appointment or resignation of directors, within 30 days
- MGT-14: certain board or special resolutions, within 30 days
- CHG-1: creation or modification of a charge, within 30 days (extendable)
- INC-22: change of registered office
- BEN-2: significant beneficial owners
- Dematerialisation of shares: private companies other than small companies must issue and hold securities in demat form (with a deadline that has been extended). Check if this applies to you
LLP: annual calendar
| Form | What | Due date |
|---|---|---|
| Form 11 | Annual return (partners, contribution) | 30 May |
| Form 8 | Statement of account and solvency (Part A solvency, Part B accounts) | 30 October |
| ITR-5 | Income tax return | 31 August (non-audit, from AY 2026-27), or 31 October / as extended (audit) |
| Audit | Required if turnover is above ₹40 lakh or contribution above ₹25 lakh | Before Form 8 |
| DIR-3 KYC | Designated partners holding a DIN, on the three-year cycle | 30 June |
Late fees and penalties
| Default | Consequence |
|---|---|
| Late AOC-4, MGT-7, Form 8, Form 11 | Additional fee ₹100 per day per form, no maximum |
| Not filing for 3 consecutive years | Directors disqualified for 5 years from all companies (section 164(2)). DINs flagged |
| Not holding the AGM | Penalty up to ₹1 lakh on the company and officers, plus ₹5,000 per day of continuing default |
| Late DIR-3 KYC | ₹5,000 to reactivate the DIN |
| Non-filing over a long period | ROC may strike off the company or LLP |
Penalties can be reduced through compounding or adjudication. Small companies and OPCs get half the penalty under section 446B. MCA also runs periodic condonation and fresh-start schemes.
Closing an inactive company: strike off
If the company isn’t doing business:
- Eligibility: it hasn’t started business within a year of incorporation, or has had no operations for the last 2 financial years, and hasn’t applied for dormant status.
- Steps: file all overdue ROC returns, close the bank account and liabilities, pass a special resolution, and file Form STK-2 (fee ₹10,000) with an indemnity, affidavit and statement of accounts certified by a CA.
- LLPs apply through Form 24.
- Alternative: apply for dormant company status (MSC-1) if you want to keep the company for the future, with minimal compliance.
Frequently asked questions
Our company had zero turnover. Do we still file?
Yes. Audit, AGM, AOC-4 and MGT-7/7A are all required. Nil filings are simpler, but they are not optional.
Can I file last year’s pending returns now?
Yes, with additional fees of ₹100 per day per form. File as early as possible to stop the fees growing and to avoid director disqualification.
What is the difference between MGT-7 and MGT-7A?
MGT-7A is a simplified annual return for small companies and OPCs. Others file MGT-7.
Want your ROC filings handled every year? Garvita Jain & Co. maintains a compliance calendar for your company or LLP, prepares board and AGM documentation, files every form on time, and helps regularise past defaults or close inactive entities. Contact us here, or at contact@garvitajainandco.com or +91 98678 16597.
This article is general information based on the law as of November 2026 and is not professional advice.
Sources
Official
- Ministry of Corporate Affairs (MCA V3 portal: forms, fees, e-filing)
- Companies Act, 2013 (sections 92, 96, 137, 164, 248) and LLP Act, 2008 (MCA Acts and Rules)
Professional / CA publications
- TaxGuru, DIR-3 KYC overhaul: three-year compliance cycle
- Business Standard, KYC requirement for directors eased to once every three years
- LiveLaw, MCA introduces three-year cycle for director KYC