ROC Company Forms

ROC Company Forms: The Complete FY 2026-27 Filing Guide for Companies on MCA V3

If you run or advise a company registered in India, your compliance life runs through one portal: MCA V3 at mca.gov.in. Every corporate event — from the first day of existence to voluntary dissolution — triggers a specific e-form that must reach the Registrar of Companies (ROC) within a statutory deadline. Miss the deadline and the additional-fee clock starts ticking at Rs. 100 per day. Accumulate enough missed filings and the directors face disqualification under Section 164(2) of the Companies Act 2013. This guide maps every material ROC e-form to its trigger event, due date, and penalty so you can build a zero-surprise compliance calendar for FY 2026-27.

Incorporation and Pre-Commencement Forms

These forms govern the period from name reservation to the first day of business. Errors at this stage compound: a wrong object clause in the Memorandum requires an Extraordinary General Meeting and an MGT-14 filing later, both of which cost far more in time and fees than a careful read of the draft at incorporation.

SPICe+ (INC-32) and AGILE-PRO (INC-35)

SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) is the master incorporation form on MCA V3. A single linked submission can incorporate the company, allocate a PAN, issue a TAN, apply for GSTIN, register with EPFO and ESIC, and open a bank account with a designated partner bank — all in one workflow.

AGILE-PRO is always filed alongside SPICe+. It captures the GST application, professional tax registration (where the state has integrated), and Shops & Establishment registration. There is no standalone AGILE-PRO; if you attempt to file it independently, the portal will reject it.

Practical note: Reserve the company name through RUN (Reserve Unique Name) before initiating SPICe+, or use the integrated name reservation within SPICe+ Part A. Once you have an approved name, use a Class 3 DSC (Digital Signature Certificate) for at least one subscriber before submission — MCA V3 will not process SPICe+ without a valid, registered DSC.

INC-22: Registered Office Notice

If the registered office address is not confirmed within SPICe+ or if it changes later, INC-22 must be filed within 30 days of incorporation (where not done in SPICe+) or within 30 days of the change. The fee is nominal; the cost of non-compliance is a show-cause notice under Section 12(8) and potential prosecution of every officer in default.

INC-20A: Declaration of Commencement of Business

This is the most frequently overlooked post-incorporation obligation — and one of the most expensive to miss. Every company incorporated on or after 2 November 2018 must file INC-20A before it commences any business or exercises any borrowing power. The signed director declaration must be filed within 180 days of incorporation and must be accompanied by a bank certificate confirming that the paid-up share subscription money has been credited to the company's bank account.

Penalty under Section 10A: The company is liable to a penalty of Rs. 50,000. Every officer in default pays Rs. 1,000 per day for each continuing day of default, up to a maximum of Rs. 1,00,000 per officer. The ROC may also initiate striking-off proceedings if INC-20A is not filed within 180 days.

> Worked check: A company incorporated on 1 April 2027 must file INC-20A by 28 September 2027. Set a 150-day calendar reminder — that gives you a 30-day buffer to obtain the bank certificate and get the DSC-holder director available.

Annual Compliance: AOC-4, MGT-7, and ADT-1

For most private limited companies, three forms dominate the annual calendar. Their due dates are anchored to the Annual General Meeting (AGM), which must be held within six months of the financial year-end — by 30 September 2027 for FY 2026-27. Lock the AGM date by mid-September at the latest; holding it earlier shrinks the filing windows.

AOC-4: Financial Statements

AOC-4 transmits the audited balance sheet, profit and loss account, cash flow statement (mandatory for most companies), auditor's report, board's report, and prescribed attachments to the ROC. The statutory deadline is 30 days from the date of the AGM.

For a company holding its AGM on 30 September 2027, AOC-4 is due by 30 October 2027.

AOC-4 XBRL applies to listed companies and to certain unlisted companies exceeding notified thresholds for paid-up capital or turnover. These companies must tag their financial data using the MCA-prescribed XBRL taxonomy before uploading. Standard AOC-4 and AOC-4 XBRL carry separate government fees — verify your classification against the current MCA notification before the filing season opens.

Late fee: Rs. 100 per day with no statutory cap. A 90-day delay costs Rs. 9,000 per filing in additional fees alone, and directors remain personally exposed until the form is filed.

MGT-7 and MGT-7A: Annual Return

MGT-7 is the annual return capturing the shareholding pattern, debenture holders, promoters, directors, KMP, meetings held, and SBO disclosures as at the close of the financial year. Due date: 60 days from the AGM — by 29 November 2027 for a 30 September 2027 AGM.

MGT-7A is a simplified annual return available exclusively to:

• One Person Companies (OPCs), and
• Small companies — defined under Section 2(85) as companies with paid-up capital not exceeding Rs. 4 crores and turnover not exceeding Rs. 40 crores (both conditions must be met).

Re-check your small company status every year. A company whose turnover crossed Rs. 40 crores during FY 2026-27 must file the full MGT-7 for that year — filing MGT-7A by mistake results in a defect notice and refiling costs.

Late fee: Rs. 100 per day. A 120-day delay on MGT-7 adds Rs. 12,000 to the filing cost for that year.

ADT-1: Auditor Appointment Intimation

When a company appoints or re-appoints its statutory auditor at the AGM, it must file ADT-1 within 15 days of the AGM. For a 30 September 2027 AGM, ADT-1 is due by 15 October 2027 — one of the tightest windows in the annual compliance calendar. Have the auditor's consent and KYC documents ready before the AGM.

Director and KMP Filings

DIR-3 KYC and DIR-3 KYC Web

Every person holding a Director Identification Number (DIN) must complete annual KYC by 30 September each year, regardless of whether the DIN is currently in use. For DIN holders updating OTP-verified mobile or email details, the full DIR-3 KYC form applies. For those with unchanged details from the previous year, DIR-3 KYC Web — a browser-based acknowledgement on the MCA V3 portal — suffices.

Penalty for non-compliance: MCA deactivates the DIN on 1 October if KYC is not completed. Reactivation requires filing DIR-3 KYC with a Rs. 5,000 fee per DIN. A company with three directors who all miss the 30 September deadline pays Rs. 15,000 simply to restore functionality — plus professional fees and delays on any pending filings that require valid, active DINs.

DIR-12: Changes in Directors and KMP

Any appointment, resignation, removal, or change in designation of a director or Key Managerial Personnel must be reported via DIR-12 within 30 days of the event. Attach the board resolution, consent letter (for appointments), and the resignation acceptance (for cessations).

What goes wrong: Many companies file DIR-12 for a director's appointment but forget to file it when the same director resigns. An unrecorded resignation leaves the former director on MCA records — they continue to appear as a current director in ROC searches and cannot dissociate themselves, which creates regulatory and liability complications for the individual.

MR-1: Appointment of MD, WTD, or Manager

When a company appoints or re-appoints a Managing Director, Whole-Time Director, or Manager under Section 196, it must file MR-1 within 60 days of the appointment. The form records the terms of appointment and remuneration. This applies even when shareholder approval is not separately required.

BEN-2: Significant Beneficial Ownership

When a Significant Beneficial Owner (SBO) submits a BEN-1 declaration to the company, the company must forward it to the ROC by filing BEN-2 within 30 days of receiving BEN-1. The SBO regime under Section 90 captures any individual holding 10% or more of shares, voting rights, or dividend rights — directly or through a chain of entities. The penalty for non-compliance by the company is Rs. 10 lakhs; the NCLT can also freeze the shares of a non-disclosing SBO.

Share Capital, Charges, and Resolutions

PAS-3: Return of Allotment

Every allotment of shares — to investors in a funding round, as bonus shares, or under an ESOP — must be reported via PAS-3 within 30 days of the date of allotment. The form captures the class of securities, issue price, number allotted, and the revised paid-up capital. Late fee: Rs. 100 per day.

SH-7: Alteration of Share Capital

When the board and shareholders approve an increase in authorised share capital, SH-7 must be filed within 30 days of the alteration resolution under Section 64. SH-7 is a prerequisite for any subsequent PAS-3 allotment that would push paid-up capital above the old authorised limit — sequence matters here.

CHG-1 and CHG-4: Charge Registration and Satisfaction

When a company creates a charge (mortgage, hypothecation, pledge) over its assets for a lender, CHG-1 must be filed within 30 days of charge creation. Under Section 77(3), the ROC can condone delay and accept filing up to 60 days from the date of creation on payment of additional fee. Beyond 60 days, the company must apply to the NCLT under Section 87 — a formal legal process that routinely costs Rs. 50,000–1,00,000 in professional and filing fees.

Why timeliness is non-negotiable: An unregistered charge is void against the liquidator and any creditor of the company under Section 77(3). A lender whose charge is not on record loses priority in insolvency proceedings and will demand CHG-1 compliance before disbursing any further tranche.

When the charge is discharged, CHG-4 must be filed within 30 days of the date of satisfaction. Unsatisfied charges remain visible on MCA V3 and can adversely affect a company's due-diligence profile during funding or sale transactions.

MGT-14: Board and Shareholder Resolutions

MGT-14 is the catch-all resolution-filing form. Under Section 117, specific categories of board and special resolutions must be filed within 30 days of being passed. These include:

• All resolutions under Section 179(3) — board decisions on borrowing beyond limits, granting loans and guarantees, acquiring or disposing of undertakings, and making investments
• All special resolutions passed at any general meeting
• Resolutions relating to voluntary winding-up or amalgamation

MGT-14 is the most commonly missed form among small companies. Directors frequently do not connect a board resolution authorising an overdraft facility with a mandatory ROC filing. If the resolution falls under Section 179(3), the filing obligation exists regardless of company size.

Deposits, MSME, and Other Annual Returns

DPT-3: Return of Deposits and Exempt Deposits

DPT-3 is due by 30 June every year and must be filed by all companies — including those that have accepted no formal deposits. The requirement extends to disclosure of all amounts received that are claimed to be exempt from the definition of "deposit" under Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules 2014. Director loans, shareholder advances, and inter-corporate borrowings fall in this category and must be disclosed.

Many companies skip DPT-3 on the mistaken assumption that having "no deposits" means having no obligation. The obligation is universal; only the content of the form varies. Late fee: Rs. 100 per day from 1 July onwards.

MSME-1: Half-Yearly Return of Outstanding Dues

Any company that has received goods or services from MSME-registered suppliers and has outstanding dues unpaid for more than 45 days must file MSME-1 twice a year:

• 30 April 2027 — covering the period October 2026 to March 2027 (H2 of FY 2026-27)
• 31 October 2027 — covering the period April 2027 to September 2027

Where there are no qualifying outstanding dues, the form is still filed with a NIL declaration. The MSME-1 regime is increasingly enforced; non-filing exposes both the company and its directors to penalty proceedings.

Conversion, Closure, and General Forms

• URC-1: Conversion of a partnership firm or LLP into a company. Filed with the ROC of the jurisdiction where the new company will be registered, along with the prescribed consents and audited financials.
• STK-2: Application for voluntary striking off under Section 248. Filed after all liabilities are settled and directors furnish the prescribed declaration. The ROC publishes a notice and has 30 days to receive objections before dissolving the company.
• INC-20: Extension of the name reservation period beyond the initial window granted under RUN approval.
• GNL-1: General application to the ROC for miscellaneous purposes not covered by a specific form — for example, seeking adjournments or submitting physical documents under a court direction.
• GNL-2: Submission of documents to the ROC where no dedicated form exists — attaching court orders, consent letters, or special notices.

Worked Example: The Real Cost of Delayed Annual Filings

Consider Greenleaf Organics Private Limited — a small company (paid-up capital Rs. 50 lakhs, turnover Rs. 18 crores) with two directors and no formal deposits. Its FY 2026-27 AGM is held on 30 September 2027. A fundraising distraction causes the team to delay all annual compliance work until mid-January 2028.

Total avoidable additional fees: Rs. 35,200 — before professional fees, DSC renewal, and the time cost of obtaining the CA's audited financials on an emergency basis in January.

A compliance calendar costs nothing. A compliance clean-up costs Rs. 35,000–70,000 in a single year for a company this size.

Common Mistakes and How to Fix Them

1. Treating DPT-3 as optional when there are "no deposits." Every outstanding director loan, shareholder advance, and inter-company deposit must be disclosed. Review all balance sheet liabilities against the exempt-deposit list before 30 June.

2. Missing MGT-14 for Section 179(3) board resolutions. Build a standard board-meeting checklist that flags any borrowing, investment, or asset-disposal resolution for MGT-14 within 30 days. The trigger is the resolution, not the transaction.

3. Filing DIR-12 for appointment but not for cessation. When any director or KMP exits, file DIR-12 within 30 days. Attach the resignation letter and the board resolution acknowledging receipt. Never leave a departed director on MCA records.

4. Mistaking the MGT-7 due date for 30 November. The 60-day window runs from the actual AGM date, not from the statutory last date for the AGM. An AGM held on 15 September 2027 makes MGT-7 due by 14 November 2027 — not 29 November.

5. Registering a charge after 30 days and seeking ROC condonation casually. The ROC window closes at 60 days from charge creation. Beyond that, only the NCLT can condone — at significant legal cost. Build CHG-1 into your loan-documentation checklist so it is filed the day the charge document is executed.

6. Skipping INC-20A during the fundraising rush post-incorporation. Set a 150-day reminder from the date of incorporation. Use the buffer to collect the bank certificate and ensure the DSC-holding director is available for signing. A missed INC-20A can block business operations and trigger ROC scrutiny.

Key Takeaways

• INC-20A must be filed within 180 days of incorporation — missing it costs Rs. 50,000 on the company and Rs. 1,000/day per officer, and exposes the company to striking-off action.
• AOC-4 (30 days) and MGT-7/7A (60 days) run from the actual AGM date, not from 30 September — hold the AGM on the right date, then compute your filing windows precisely.
• DIR-3 KYC by 30 September every year for every DIN holder — deactivation costs Rs. 5,000 per DIN to reverse and blocks any pending MCA filing that requires an active DIN.
• MGT-14 is triggered by specific board resolutions under Section 179(3), not only by shareholder special resolutions — this is the most frequently missed form in small companies.
• DPT-3 by 30 June is mandatory for all companies, including those with no formal deposits — undisclosed director loans and shareholder advances must be captured here.
• CHG-1 within 30 days of charge creation is non-negotiable — an unregistered charge is void against creditors, and late condonation beyond 60 days requires NCLT intervention.
• Across just five to six forms, a small company with distracted directors can accumulate Rs. 30,000–50,000 in avoidable additional fees in a single year — a compliance calendar eliminates this entirely.