Deadlines for Compliance of LLP & Companies

Deadlines for Compliance of LLP & Companies

For FY 2025-26 (reporting cycle due in 2026), there are four dates that every Private Limited company, OPC, and LLP must protect: 30 May (LLP Form 11), 30 September (company AGM and DIR-3 KYC for all DIN holders), 30 October (LLP Form 8) and 29 October / 28 November (AOC-4 and MGT-7 for companies). On MCA V3, missing any of these starts an automatic Rs. 100-per-day-per-form additional fee clock with no ceiling on AOC-4 and MGT-7 — a 140-day delay on just these two forms costs Rs. 27,600 before a single ROC notice is issued.

Why MCA V3 Has Made Late Filing Far More Expensive

The shift to MCA V3 was not a cosmetic portal upgrade — it changed enforcement architecture. The system now tags every SRN that crosses its due date and calculates the exact additional fee payable at the time of submission. There is no counter-level negotiation, no discretionary waiver, and no way to clear an SRN without paying the accumulated fee in full.

Under Section 403 of the Companies Act 2013, the additional fee for AOC-4 and MGT-7/MGT-7A is a flat Rs. 100 per day with no maximum cap. A company that has not filed its financial statements and annual return for two full years can be staring at Rs. 70,000–80,000 in additional fees on these two forms alone — before any ROC prosecution, compounding application, or director disqualification is triggered.

For all other company forms — ADT-1, PAS-3, MGT-14, DPT-3, and so on — the additional fee follows an escalating multiplier structure under the Companies (Registration Offices and Fees) Rules, 2014:

LLP forms — Form 8 and Form 11 — attract a flat Rs. 100 per day additional fee per form, as introduced by the LLP (Amendment) Rules, 2022. This is the same rate as the company forms above, and it applies regardless of the LLP's size or turnover.

Annual Filing Deadlines for Companies: FY 2025-26 Reporting Cycle

These dates assume the standard financial year ending 31 March 2026 and an AGM held on the last permissible date, 30 September 2026.

Form ADT-1 — Auditor Appointment (Due: 14 October 2026)

Every company must file Form ADT-1 with the ROC within 15 days of the AGM to notify the appointment or ratification of the statutory auditor under Section 139(1). For a 30 September 2026 AGM, the deadline is 14 October 2026 (counting the AGM date as Day 1).

The form must carry the auditor's written consent, a certificate confirming the auditor is not disqualified under Section 141, and the firm registration number (FRN) exactly as registered with ICAI. A mismatch in the FRN on MCA V3 versus the ICAI database causes an outright rejection.

What goes wrong: Companies that hold their AGM on 28 or 29 September sometimes assume the deadline shifts and file on October 12 or 13. It does not — the 15-day clock runs from the actual AGM date. Set a calendar alert for Day 10 after the AGM, not Day 14.

Form AOC-4 — Financial Statements (Due: 29 October 2026)

Form AOC-4 must be filed within 30 days of the AGM, carrying the audited Balance Sheet, Statement of Profit & Loss, Cash Flow Statement (for companies not exempt under Section 2(40)), Directors' Report, and Auditor's Report. For a 30 September 2026 AGM, the due date is 29 October 2026.

One Person Companies are not required to hold an AGM. Their AOC-4 must be filed within 180 days of the financial year-end, i.e., by 27 September 2026 for FY 2025-26.

Companies covered under the XBRL mandate — broadly, listed companies, companies with paid-up capital ≥ Rs. 5 crore, or turnover ≥ Rs. 100 crore — must file AOC-4 XBRL. All others file the standard form or the small company variant.

Critical operational note: AOC-4 requires the director's live DSC at the time of submission. If the signing director's Class 3 DSC has expired, the form cannot be lodged. Audit all directors' DSC expiry dates in July every year — not in October when you are under deadline pressure.

Form MGT-7 / MGT-7A — Annual Return (Due: 28 November 2026)

The Annual Return must be filed within 60 days of the AGM under Section 92. For a 30 September 2026 AGM, the deadline is 28 November 2026.

Small companies and OPCs file the simplified MGT-7A. All other companies — including those that were once small companies but have crossed the threshold — file MGT-7. The form captures shareholding pattern, director and KMP details, number of Board and general meetings held, and related-party transaction disclosures.

For companies where a Company Secretary in Whole-time Employment is not appointed, the Annual Return must be certified by a Company Secretary in Practice (PCS). The PCS must sign with a valid DSC, and the certificate of practice (COP) number must be current. Filing MGT-7 without a valid PCS certificate where one is mandated is a defective filing.

Form DIR-3 KYC — Director KYC (Due: 30 September 2026)

Every director holding an active Director Identification Number (DIN) as on 31 March of the year must file DIR-3 KYC by 30 September of that calendar year, under Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014.

If your details (mobile number, email, address) are unchanged from the previous year's filing, use the web-based DIR-3 KYC-WEB — it requires OTP verification, no DSC. If any detail has changed, or you are filing for the first time, use the full DIR-3 KYC e-form with DSC.

Miss 30 September and MCA marks your DIN "Deactivated (Non-KYC)". A deactivated DIN cannot sign any e-form on MCA V3. The cost to reactivate: Rs. 5,000 late fee, payable at the time of filing DIR-3 KYC-WEB after the deadline. No waiver exists.

Annual Filing Deadlines for LLPs: FY 2025-26 Cycle

Form 11 — Annual Return of LLP (Due: 30 May 2026)

Form 11 captures the LLP's structural snapshot as on 31 March — partner details, total contribution (capital), and principal business activity. The deadline is 30 May every year, computed as 60 days from the close of the financial year (31 March + 60 days = 30 May).

If you are reading this in late May 2026, Form 11 for FY 2025-26 is due within the next week. Do not wait for your accountant to finalise the accounts — Form 11 is the structural return, not the financial return. These are separate obligations with separate due dates.

The government filing fee for Form 11 depends on the LLP's total contribution, as notified under the LLP Rules. The additional fee for delay is Rs. 100 per day from 31 May onwards.

Form 8 — Statement of Account and Solvency (Due: 30 October 2026)

Form 8 carries the abridged Balance Sheet and P&L Account for the year ended 31 March 2026, plus a solvency declaration signed by two designated partners. The deadline is 30 October every year.

LLPs whose annual turnover exceeds Rs. 40 lakh or whose total contribution exceeds Rs. 25 lakh must have accounts audited before filing Form 8. The auditor signs Part B of Form 8 with a valid DSC, and the UDIN (Unique Document Identification Number) obtained from the ICAI portal must be entered at the time of filing. A UDIN generated after the filing date makes the certificate defective — the ROC can treat the form as not properly filed.

Income-Tax Returns for LLPs (ITR-5)

LLPs file ITR-5 for AY 2026-27 (covering income of FY 2025-26):

• 31 July 2026 — if the LLP is not subject to tax audit
• 31 October 2026 — if tax audit under Section 44AB applies

The tax audit threshold under Section 44AB for LLPs: aggregate turnover exceeding Rs. 1 crore (or Rs. 10 crore where cash receipts and payments together do not exceed 5% of total receipts and payments). Professional LLPs with gross receipts exceeding Rs. 50 lakh also require a tax audit.

Late filing of ITR-5 attracts a Section 234F fee of Rs. 1,000 (if total income ≤ Rs. 5 lakh) or Rs. 5,000 (for all others), plus interest under Section 234A on any outstanding tax.

DIR-3 KYC for Designated Partners (Due: 30 September 2026)

Designated partners who hold a DIN are subject to the same DIR-3 KYC requirement as company directors. This applies only if the designated partner obtained a DIN (typically those who are also directors of companies). Designated partners who have only an LLPIN-linked designation without a DIN are not covered by this requirement — but verify carefully, since most designated partners with prior company history hold a DIN.

AGM and Board Meeting Rules Every Director Must Know

The AGM Deadline: 30 September 2026 for FY 2025-26

Under Section 96 of the Companies Act 2013, every company (except OPC) must hold its Annual General Meeting within six months of the financial year-end and not more than 15 months from the previous AGM. For FY 2025-26, the AGM must be held on or before 30 September 2026.

First-year companies get additional time: 9 months from the close of the first financial year. If you need an extension, apply to the ROC under Section 96(1) before the original deadline — not after it has passed. Late applications are not entertained.

An AGM not held within the prescribed time exposes every officer in default to a penalty of up to Rs. 1 lakh under Section 99, with an additional Rs. 5,000 per day of continuing default after conviction.

Board Meeting Frequency and the 120-Day Gap Rule

Every company must hold at least four Board Meetings per year (Section 173(1)), with no gap of more than 120 days between any two consecutive meetings. Small companies and OPCs are required to hold only two Board Meetings per year — one in each half of the calendar year.

The first Board Meeting of every company must be held within 30 days of incorporation. Notice of each Board Meeting must be given at least seven clear days in advance, though shorter notice is permissible with the written consent of a majority of directors including at least one independent director (for applicable companies).

Minutes must be signed by the Board Meeting chairman within 30 days and maintained in the minutes book — these minutes are the foundational evidence for any MGT-14 you subsequently file.

Event-Based Filings That Companies Routinely Miss

These forms do not appear on the annual calendar because they are triggered by corporate actions, not fixed dates. Missing them is common and expensive.

• Form MGT-14 (Board/Shareholder Resolutions, Section 117): Within 30 days of passing any Section 179(3) board resolution (capital expenditure approvals, borrowing beyond limits, investing funds, granting guarantees) or any special resolution at a general meeting. One of the most frequently missed filings in practice.
• Form PAS-3 (Return of Allotment, Section 75): Within 30 days of any allotment of shares — equity, preference, rights, bonus, or ESOP. Failure here can create title defects in the shareholding.
• Form DPT-3 (Return of Deposits / Exempted Transactions, Rule 16): By 30 June every year for the period ending 31 March. Companies with no deposits but with outstanding director loans, shareholder loans, or inter-corporate borrowings must still file — a "nil" DPT-3 is required if all outstanding amounts qualify as exempted transactions.
• Form MSME-1 (Outstanding Dues to MSME Suppliers, MSMED Act Section 22): Half-yearly — 30 April for the October–March period, 31 October for the April–September period. Any company (regardless of size) with dues to MSME vendors outstanding beyond 45 days must file.
• Form BEN-2 (Significant Beneficial Ownership, Section 90): Within 30 days of receiving a BEN-1 declaration from a significant beneficial owner. Failure to file exposes the company to penalties under Section 90(10).
• Form INC-20A (Commencement of Business Declaration): One-time filing for companies incorporated on or after 2 November 2018, within 180 days of incorporation. Non-filing makes the company liable for ROC strike-off under Section 248(1)(c).

Worked Example: What a Filing Delay Actually Costs

Case A — Private Limited Company, Late AOC-4 and MGT-7

Raghav Enterprises Pvt. Ltd. (a two-director private company) holds its AGM on 30 September 2026. The accounts are finalised late; the company files both forms on 16 March 2027.

• AOC-4 due date: 29 October 2026. Filed: 16 March 2027.
• Delay: 30 Oct – 31 Oct (2 days) + November (30) + December (31) + January (31) + February (28) + March 1–16 (16) = 138 days
• Additional fee: Rs. 100 × 138 = Rs. 13,800
• MGT-7 due date: 28 November 2026. Filed: 16 March 2027.
• Delay: 29 Nov – 30 Nov (2 days) + December (31) + January (31) + February (28) + March 1–16 (16) = 108 days
• Additional fee: Rs. 100 × 108 = Rs. 10,800
• Total additional fees on two forms: Rs. 24,600

If the company also missed ADT-1 (same AGM) and MGT-14 for a capital expenditure resolution passed in August, the multiplier-based additional fees on those forms add Rs. 3,000–5,000 more. The total compliance cost of a six-month delay is well above Rs. 28,000 — before any penalty proceeding.

Case B — LLP with Delayed Form 11 and Form 8

Horizon Advisory LLP (three designated partners, contribution Rs. 12 lakh) files both forms on 1 December 2026.

• Form 11 due date: 30 May 2026. Filed: 1 December 2026.
• Delay: 31 May (1 day) + June (30) + July (31) + August (31) + September (30) + October (31) + November (30) + December 1 (1) = 185 days
• Additional fee: Rs. 100 × 185 = Rs. 18,500
• Form 8 due date: 30 October 2026. Filed: 1 December 2026.
• Delay: 31 Oct (1 day) + November (30) + December 1 (1) = 32 days
• Additional fee: Rs. 100 × 32 = Rs. 3,200
• Total additional fees: Rs. 21,700

Because Form 8 requires audit (turnover Rs. 48 lakh), the UDIN was also generated late — making the filing technically defective until a corrected filing is accepted by the ROC.

Case C — Director with Deactivated DIN

A founding director sits on three companies. He misses the 30 September 2026 DIR-3 KYC deadline. MCA deactivates his DIN in October 2026.

He cannot sign AOC-4 or MGT-7 for any of the three companies. Each company's filing is delayed 30 days while the DIN issue is resolved.

• Cost to reactivate DIN: Rs. 5,000 (DIR-3 KYC-WEB late fee)
• Collateral additional fee across three companies (AOC-4 + MGT-7 × 3 companies × 30-day delay): Rs. 100 × 30 × 6 forms = Rs. 18,000
• Total cost of missing one KYC deadline: Rs. 23,000 — not counting the management time and professional fees to sort it out

Common Mistakes and How to Fix Them Before the Notice Arrives

1. Filing Form 11 only after accounts are finalised. Form 11 is the LLP's structural return — it captures partner and contribution data, not financials. File it by 30 May regardless of audit status. Form 8 (financial return) has a separate October 30 deadline.

2. Skipping DPT-3 because "we have no deposits." If the company has any outstanding director loans, shareholder loans, or inter-corporate borrowings — even if they are genuinely exempt from the definition of "deposit" — the company must still file DPT-3 by 30 June, disclosing these as exempt transactions. File a NIL/exempt DPT-3 rather than skip the form.

3. Ignoring MSME-1 until a vendor complaint surfaces. Build a quarterly creditors-ledger review: pull your accounts payable, identify vendors with a Udyam Registration Number (ask all vendors above Rs. 1 lakh in outstanding dues to provide their Udyam number), and flag dues exceeding 45 days. File MSME-1 by 30 April and 31 October even if you dispute the MSME classification — the filing obligation arises from the duration of the outstanding, not the acknowledgement of dispute.

4. Filing MGT-7 without a PCS certificate where required. Companies with a paid-up share capital or turnover above the prescribed threshold must have the Annual Return certified by a Company Secretary in Practice. If your company crossed the threshold during the year, ensure the PCS engagement is in place before the November 28 deadline — not on November 27.

5. Generating UDIN for Form 8 after the filing date. The UDIN must be generated on or before the date the auditor attaches the certificate to Form 8. A post-dated UDIN renders the audit certificate defective. The auditor should generate the UDIN at the same time they sign the Form 8 certificate digitally.

6. Letting DSCs expire during filing season. Statutory DSCs issued to directors and designated partners have a 2-year validity (Class 3 DSC). A DSC expiring in August or September 2026 cannot be used to sign AOC-4 (October) or MGT-7 (November). Audit all DSC expiry dates in July — not in the week before a deadline.

7. Passing Section 179(3) board resolutions and not filing MGT-14. Companies routinely approve capital expenditure, fund investments, or borrowing resolutions at Board Meetings without triggering a reminder for MGT-14. The 30-day clock runs from the date of the resolution, not from the date the documents are executed. Build an MGT-14 reminder into your Board Meeting minutes template.

Building a Compliance Calendar That Survives the Year

A working compliance calendar has three layers — build all three or the system breaks:

Layer 1 — Regulatory (fixed dates): Map every recurring due date — MCA, GST, income-tax, FEMA — in a shared digital calendar (Google Calendar, Notion, or a spreadsheet). Set two reminders: 14 days before the deadline (for preparation) and 3 days before (hard stop to finalise and file).

Layer 2 — Event-triggered: Maintain a running log of corporate actions (allotments, resolutions, loans given or received, MSME vendor payments). Review this log at every Board Meeting and generate the filing obligation checklist for the next 30 days.

Layer 3 — Internal milestones: Work backwards from the AOC-4 deadline (29 October). Accounts closure should be done by 30 August; audit fieldwork by 10 September; board approval of accounts before the AGM. If the CA receives draft accounts on 25 October, filing by 29 October is structurally impossible.

Operational steps:

1. Designate a compliance owner — one director or the Company Secretary — with personal accountability for SRN archival and timely filing.
2. Maintain a master tracker with columns: Form name, due date, filed date, SRN, challan amount, acknowledgement PDF. Review this at every quarterly Board Meeting.
3. For groups with multiple entities, use a separate tab per company in the tracker. Confusing one company's AGM date with another's is the single most common error in multi-entity groups.
4. Run a DSC audit in July: list every director, designated partner, and authorised signatory, pull their DSC expiry date, and renew any DSC expiring before February of the following year.
5. Schedule a quarterly compliance review call with your CA or CS, explicitly asking: "What event-based filings are due based on what happened this quarter?" — not just relying on them to volunteer the information.

For persistent defaulters or companies that have not filed for multiple years, watch for any CFSS (Companies Fresh Start Scheme) or LLP Amnesty Scheme that the MCA may announce post-Budget. These schemes, when open, waive additional fees beyond a capped amount and permit filing without prosecution risk. No such scheme is currently active as of May 2026, but these have historically been announced in the March–June window.

Key Takeaways

• Four anchor dates for 2026: 30 May (LLP Form 11), 30 September (company AGM + DIR-3 KYC for all DIN holders), 30 October (LLP Form 8) and 29 October / 28 November (AOC-4 / MGT-7 for companies).
• MCA V3 applies Rs. 100/day automatically on AOC-4, MGT-7, LLP Form 8, and Form 11 — with no ceiling, no counter discretion, and no waiver mechanism outside a notified amnesty scheme.
• LLP Form 11 is independent of audit completion — it must be filed by 30 May regardless of whether Form 8 accounts are ready.
• A missed DIR-3 KYC costs Rs. 5,000 to fix and blocks the signing director across every company they are associated with, triggering cascading additional fees on AOC-4 and MGT-7.
• Event-based filings — MGT-14, PAS-3, DPT-3, MSME-1 — are the most commonly missed; build a quarterly corporate-action log review into your Board Meeting agenda.
• DSC and UDIN are operational dependencies, not just formalities — audit DSC expiry dates in July, and ensure UDIN is generated on or before the date the auditor signs the certificate.
• Section 164(2) disqualification applies where a director's company fails to file financial statements or annual returns for three consecutive financial years — the disqualification extends across every other company that director sits on, making it an organisation-wide risk, not just a personal one.