A clear guide to Form MGT-8, the Company Secretary's certificate on a company's annual return, covering applicability, due dates, documents, and penalties.
How to File Form MGT-8 – Secretarial Compliance Certificate on the Annual Return
If your finance team has just told you that your company "needs an MGT-8 this year," it usually means one thing: your company has crossed a size threshold where the law wants an independent professional to double-check your annual return. It can feel like an extra layer of compliance you did not have before, but it is actually a fairly standard requirement for growing companies, and one that is very manageable once you know what is involved.
This guide walks you through what Form MGT-8 actually is, when it becomes applicable to your company, and how the certification process works alongside your annual return filing.
What is Form MGT-8 and Why It Matters
Form MGT-8 is not a separate return filed on its own; rather, it is a certificate issued by a practicing Company Secretary (PCS) that gets attached to a company's annual return, Form MGT-7, when filed with the Registrar of Companies (ROC).
Through this certificate, an independent Company Secretary in practice certifies that the annual return discloses the facts correctly and adequately, and that the company has complied with all the applicable provisions of the Companies Act, 2013, during the financial year. In other words, MGT-8 acts as a secretarial "sign-off" confirming that your governance and compliance house is in reasonably good order.
This requirement was introduced to add a layer of independent assurance for larger companies, similar to how a statutory auditor certifies financial statements. The idea is that beyond financial numbers, a company's overall legal and procedural compliance, such as board meetings, shareholder meetings, statutory registers, and filings, should also get an independent look for companies above a certain size.
Think of it this way: your statutory auditor tells the world your numbers are accurate, and the MGT-8 certifying CS tells the world your governance process was followed correctly during the year. Together, they give lenders, investors, and regulators more confidence that a growing company is not just financially sound but also procedurally disciplined. For founders raising a large round or preparing for a public listing down the line, a clean MGT-8 history often becomes part of the due diligence conversation, so it pays to treat this certification seriously rather than as paperwork to rush through at year-end.
Who Must Obtain Form MGT-8 and By When
Form MGT-8 is generally required for companies that meet either of the following thresholds during the financial year:
- Listed companies, or
- Companies having a paid-up share capital of 10 crore rupees or more, or
- Companies having a turnover of 50 crore rupees or more
If a company crosses either of these thresholds (paid-up capital or turnover) in a given financial year, it is generally required to get its annual return certified by a practicing Company Secretary in Form MGT-8, in addition to filing the annual return itself.
Smaller companies that do not meet these thresholds are typically not required to obtain this certificate, and can have their annual return signed by a director and the company secretary (if the company has one) without a separate practicing CS certification. Because these thresholds and the applicability criteria have been refined over time, it is worth reconfirming the current limits with a professional before assuming your company is or is not covered.
It is also worth noting that the applicability is checked independently for paid-up capital and turnover; a company only needs to cross one of the two thresholds, not both, for the MGT-8 requirement to kick in. Fast-growing companies sometimes cross the turnover threshold well before their capital structure changes, so it is easy to be caught off guard if you are only tracking capital-related triggers and not revenue growth.
Due date: Since MGT-8 is a certificate attached to Form MGT-7 (the annual return), it effectively follows the same timeline as your annual return filing. Annual returns are generally required to be filed within a prescribed period after the company's Annual General Meeting (AGM), so the MGT-8 certification needs to be ready in time to be attached before that filing deadline.
Documents Required for MGT-8 Certification
To enable a practicing Company Secretary to issue the MGT-8 certificate, the company typically needs to provide:
- Minutes of board meetings and general meetings held during the financial year
- Register of members, register of directors and KMP, and other statutory registers maintained under the Companies Act
- Details of share transfers, allotments, and any changes in share capital during the year
- Copies of forms filed with the ROC during the year, such as those relating to director changes, charges, resolutions, and other event-based filings
- Statutory auditor's appointment details and related documentation
- Details of related party transactions, if any, along with supporting board and shareholder approvals
- Copy of the financial statements and the draft annual return (Form MGT-7) prepared for the year
- Compliance status of other applicable laws that intersect with company law, such as SEBI regulations for listed entities, where relevant
Because the practicing CS needs to verify actual compliance rather than just paperwork, it helps to maintain your statutory registers and meeting records on an ongoing basis throughout the year, rather than scrambling to reconstruct them at year-end.
Step-by-Step: How the MGT-8 Certification and Filing Process Works
- Determine applicability early in the year. As soon as you have a reasonable estimate of your paid-up capital and turnover for the year, check whether your company is likely to cross the MGT-8 threshold, so you can plan the certification process in advance.
- Engage a practicing Company Secretary. This must be an independent CS holding a valid certificate of practice, distinct from an in-house company secretary, if your company employs one.
- Share all statutory records and registers with the practicing CS, including minutes books, statutory registers, and ROC filing records for the year under review.
- Allow the CS to conduct a secretarial review. The practicing CS will examine board and general meeting compliance, share capital changes, statutory filings, and other governance requirements under the Companies Act.
- Address any gaps identified. If the CS flags missing minutes, delayed filings, or other lapses, work with your internal team or compliance partner to regularise these before the certificate is finalised, where possible.
- Prepare the draft annual return (Form MGT-7). This is typically prepared in parallel, since MGT-8 certifies the annual return's accuracy and the company's overall compliance for the year.
- Obtain the MGT-8 certificate from the practicing CS, in the prescribed format, once the review is complete and the annual return draft is finalised.
- Get the annual return and MGT-8 certificate signed by the requisite signatories, generally a director and the company secretary (if any), along with the practicing CS's certification.
- Convene the AGM and have the annual return, along with the attached MGT-8 certificate, ready for filing after the meeting.
- File Form MGT-7 with the MGT-8 certificate attached on the MCA portal within the prescribed timeline after the AGM, along with the applicable government fee.
- Retain the SRN and acknowledgement generated after successful filing, since this is your proof of compliance for the year.
Because MGT-8 essentially validates your entire year's secretarial compliance, it is far easier to manage if a compliance professional is involved throughout the year, tracking board meetings, registers, and event-based filings, rather than compressing all of this into a rushed year-end exercise.
Fees and Penalties in 2026 (Indicative)
- There is generally no separate government fee specifically for the MGT-8 certificate itself, since it is attached to Form MGT-7; the applicable government fee is the one prescribed for filing the annual return, based on the company's capital slab.
- Professional fees payable to the practicing Company Secretary for conducting the review and issuing the MGT-8 certificate vary depending on the size and complexity of the company's operations and the state of its existing records.
- Additional/late fees apply if the annual return (with the MGT-8 certificate) is not filed within the prescribed timeline after the AGM, typically calculated on a per-day or slab basis for the period of delay.
- If a practicing Company Secretary issues a certificate that does not accurately reflect the company's actual state of compliance, both the company's officers and the certifying CS can face scrutiny or penal consequences under the Companies Act and applicable professional regulations.
Since fee structures, thresholds, and penalty provisions are subject to periodic revision, please treat the above as indicative only, and confirm current figures with a professional before your filing.
Common Mistakes Companies Make
- Not tracking capital or turnover thresholds during the year, and realising only close to the AGM that MGT-8 certification is now applicable, leaving little time for a proper review.
- Poor record-keeping throughout the year, making the secretarial review rushed and more likely to surface compliance gaps at the last moment.
- Confusing an in-house company secretary's role with that of a practicing CS. MGT-8 must be certified by an independent CS in practice, not merely reviewed internally.
- Treating MGT-8 as a formality rather than a genuine compliance check, which can create a false sense of security if underlying governance issues are not actually fixed.
- Delaying the AGM, which pushes back the annual return and MGT-8 filing timeline as well, increasing the risk of late fees.
- Not maintaining statutory registers on an ongoing basis, leading to reconstructed records that may not accurately reflect what happened during the year.
- Ignoring related-party transaction approvals or disclosures, which are commonly scrutinised as part of the secretarial review process.
Frequently Asked Questions
Which companies are exempt from obtaining Form MGT-8?
Companies that do not meet the prescribed paid-up capital or turnover thresholds are generally not required to obtain a practicing CS certificate in Form MGT-8, though they still need to file their annual return in Form MGT-7.
Is MGT-8 a separate form filed independently of the annual return?
No, MGT-8 is a certificate that gets attached to Form MGT-7 (the annual return) rather than being filed as an independent, standalone form.
Who can issue the MGT-8 certificate?
Only a Company Secretary holding a valid Certificate of Practice (a practicing CS) can issue this certificate; an in-house or employee company secretary cannot certify it independently.
What happens if the company's turnover crosses the threshold only in the current year?
If the paid-up capital or turnover crosses the prescribed threshold in the relevant financial year, the MGT-8 requirement generally applies for that year's annual return, even if it was not applicable in earlier years.
Can the same practicing CS who handles our regular compliance also issue the MGT-8 certificate?
Generally, yes, as long as the CS is independent of the company's management in the sense required under the law, though it is advisable to confirm independence requirements with your professional.
What if the practicing CS finds compliance gaps during the review?
The CS will typically flag these findings, and depending on their nature, the company may need to regularise them before the certificate is issued, or the certificate may note the gaps found.
Does MGT-8 apply to private limited companies as well, or only public companies?
It applies to any company, private or public, that meets the prescribed paid-up capital or turnover threshold; it is not limited to public or listed companies alone.
How far in advance should we start the MGT-8 process before our AGM?
It is best to start well ahead of the AGM, ideally engaging a practicing CS a few months in advance, so that any compliance gaps can be identified and addressed with enough time before the annual return needs to be filed.
If you are unsure whether your company now falls within the MGT-8 threshold, or you want your secretarial records reviewed well before your next AGM, it helps to get a professional assessment early rather than scrambling closer to the filing deadline.
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