ROC Compliance for Companies & LLPs

ROC Compliance for Companies & LLPs: The Complete FY 2025-26 Calendar and Penalty Guide

ROC compliance is the set of mandatory annual and event-triggered filings every company and LLP must submit to the Registrar of Companies under the Companies Act, 2013 and the LLP Act, 2008. For FY 2025-26 (year ended 31 March 2026), the first hard deadline — LLP Form 11 — falls on 30 May 2026. The late fee is Rs. 100 per day per form with no statutory ceiling. This guide covers every due date, penalty formula, MCA V3 filing step, and common mistake for both company and LLP structures.

Why ROC Compliance Deserves Its Own Calendar in 2026

RoC compliance is not a once-a-year audit wrap-up. It is a rolling set of obligations — some calendar-driven, others triggered by specific corporate events — that run in parallel with your business operations all year. Three things make 2026 the wrong year to be casual about it.

MCA V3 is now the sole filing platform. All company and LLP e-forms are submitted on the upgraded MCA V3 web portal at mca.gov.in. The old MCA V2 system is fully retired. MCA V3 uses auto-populated master data, browser-based web forms (not downloadable desktop utilities), and real-time SRN (Service Request Number) tracking. If your company's master data — registered address, director details, authorised capital — is stale, your form will fail pre-scrutiny and restart the late-fee clock from the original due date.

The additional-fee clock has no ceiling. Under Section 403 of the Companies Act, 2013, any form filed after the due date attracts an additional fee of Rs. 100 per day. There is no maximum. A form filed 300 days late costs Rs. 30,000 in additional fees alone, before any compounding officer-level penalties under the relevant section.

A clean MCA filing record unlocks capital and credibility. Banks, NBFCs, PE funds, and government tendering authorities routinely screen the MCA public portal. A pattern of deactivated DINs, overdue forms, or strike-off risk flags will surface in any due diligence exercise and can delay or derail funding rounds, M&A transactions, or credit approvals.

Annual Compliance for Private and Public Companies

AGM: The Anchor Deadline

Every company other than a One Person Company (OPC) must hold its Annual General Meeting (AGM) within six months from the close of the financial year. For FY 2025-26, that means the AGM must be held by 30 September 2026. All downstream filing deadlines — AOC-4, MGT-7, ADT-1 — are calculated from the actual AGM date. Holding the AGM in August instead of September therefore compresses your filing window by a full month. Plan accordingly, and do not treat September 30 as the default target.

AOC-4: Filing Financial Statements with the RoC

Form AOC-4 is the vehicle for filing audited financial statements with the Registrar. It must be filed within 30 days of the AGM under Section 137 of the Companies Act. If your AGM falls on 30 September 2026, AOC-4 is due by 30 October 2026.

The form requires the audited balance sheet, profit and loss account, cash flow statement (where applicable), directors' report, auditor's report, and related-party transaction disclosures. Companies meeting the thresholds for XBRL (eXtensible Business Reporting Language) filing — broadly, listed companies and companies with paid-up capital above Rs. 5 crore or turnover above Rs. 100 crore — must also submit the financials in XBRL format as an AOC-4 attachment.

A common failure point: the Board must formally approve the financial statements in a duly constituted board meeting (with proper quorum) before they are placed before the auditor and then the AGM. AOC-4 filed with statements that were never formally approved by the Board is defective filing.

MGT-7 and MGT-7A: Annual Return

Form MGT-7 (for private and public companies) or Form MGT-7A (for OPCs and small companies as defined under Section 2(85)) must be filed within 60 days of the AGM under Section 92. For a 30 September 2026 AGM, the deadline is 29 November 2026.

MGT-7 covers share capital and debentures, shareholding pattern, changes in directors and Key Managerial Personnel (KMPs), indebtedness, and declarations related to related parties and penalties. Certification by a practising company secretary (PCS) is mandatory where the company has paid-up capital of Rs. 10 crore or more, or a turnover of Rs. 50 crore or more. Below these thresholds a director or manager may self-certify.

ADT-1: Auditor Appointment

When a company appoints or re-appoints its statutory auditor at the AGM, Form ADT-1 must be filed within 15 days of the appointment. For a 30 September 2026 appointment, the due date is 15 October 2026. Section 139 requires auditors to be appointed for a five-year term. Missing ADT-1 triggers the standard Rs. 100/day additional fee, but the more serious risk is that the RoC can treat the auditor as having never been validly appointed.

DIR-3 KYC: Every Director, Every Year

Every individual holding a Director Identification Number (DIN) must complete DIR-3 KYC by 30 September annually — for FY 2025-26 purposes, 30 September 2026 is the deadline. The form requires a current mobile number and email ID verified against the director's PAN or Aadhaar.

If DIR-3 KYC is missed, the MCA system deactivates the DIN with the status "Deactivated due to non-filing of KYC." A director with a deactivated DIN cannot affix their DSC to any company filing. The only remedy is to file DIR-3 KYC Web (the late version) with a Rs. 5,000 fee — there is no waiver process, no amnesty, and no partial credit for being one day late versus one month late.

For the OTP-based DIR-3 KYC Web route, the OTP is sent to the Aadhaar-registered mobile number. If a director's mobile number has changed and is not updated in Aadhaar records, the OTP will not reach them. Sort this out in August, not the last week of September.

DPT-3: Return of Deposits and Outstanding Loans

Form DPT-3 must be filed by 30 June 2026 for FY 2025-26, covering amounts outstanding as at 31 March 2026. The return is governed by Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014 and covers:

• Amounts accepted as deposits from the public
• Amounts that are exempt from the definition of deposits — including unsecured loans from directors, inter-corporate loans, and amounts received from shareholders of private companies

Even a company with zero fixed deposits but with a Rs. 30 lakh unsecured loan from its promoter-director must file DPT-3. The belief that "we have no public deposits so DPT-3 doesn't apply to us" is one of the most common compliance errors in practice.

MSME-1: Half-Yearly Return for Supplier Dues

If your company has any outstanding payment to an MSME supplier that has been pending beyond 45 days, Form MSME-1 must be filed half-yearly:

• October 2025 – March 2026 period: due 30 April 2026 (already passed as of today, 23 May 2026 — if unfiled, late fees are accruing)
• April 2026 – September 2026 period: due 30 October 2026

The form requires vendor-wise details of outstanding amounts and the reasons for delay. Companies that have nil outstanding dues to MSMEs are exempt from filing for that period, but you must confirm nil status through a vendor-screening exercise before concluding you are exempt.

Annual Compliance for LLPs

Form 11: Annual Return — Due 30 May 2026

Form 11 is the LLP's annual return, covering details of designated partners, partners, their contributions, and any changes during the year. It is due by 30 May of each year, which for FY 2025-26 means 30 May 2026 — a date that is days away at the time of writing this guide.

Unlike company annual returns, LLP Form 11 is not anchored to a meeting date; the 30 May deadline is absolute. For LLPs with turnover exceeding Rs. 5 crore or partner contribution exceeding Rs. 50 lakh, Form 11 must be certified by a practising company secretary. Smaller LLPs can have a designated partner certify the return. Section 35 of the LLP Act, 2008 and Rule 25 of the LLP Rules, 2009 govern this filing.

Form 8: Statement of Accounts and Solvency — Due 30 October 2026

Form 8 must be filed within 30 days of the end of six months from the close of the financial year — in practice, by 30 October 2026 for FY 2025-26. The form covers the statement of assets and liabilities, the statement of income and expenditure, and a solvency declaration by the designated partners.

LLPs with turnover exceeding Rs. 40 lakh or contribution exceeding Rs. 25 lakh are required to get their accounts audited. The auditor's report must accompany Form 8. The form requires DSC from at least two designated partners and professional certification from a practising CA or CMA.

Tax Obligations That Run Alongside RoC Filings

LLPs file ITR-5 as their income-tax return under the Income-tax Act, 1961:

• 31 July 2026: for LLPs not requiring a tax audit (AY 2026-27)
• 31 October 2026: for LLPs requiring a tax audit under Section 44AB — applicable where turnover exceeds Rs. 1 crore for a business (note: the Rs. 10 crore threshold applies only where cash transactions do not exceed 5% of total receipts and payments) or Rs. 50 lakh for a professional service LLP

An LLP whose Designated Partner Identification Numbers (DPINs) are deactivated due to missed KYC cannot digitally sign the ITR, creating a tax-compliance cascade from a single RoC default.

Event-Based Filings: Short Windows, High Stakes

Event-based filings are triggered by specific corporate actions. The window is typically 30 days from the triggering event, and the late-fee clock starts on day 31. Because these filings are not calendar-dated, they are easy to miss — particularly in a fast-moving startup where a share allotment, a director change, or a loan against assets is processed without anyone flagging the compliance obligation.

For LLPs, the equivalent event-based forms are Form 3 (change in LLP agreement), Form 4 (change in partners or designated partners), and Form 15 (change of registered office). The Rs. 100/day late fee applies equally to LLP event-based forms.

The FY 2025-26 Master Compliance Calendar

Worked Example: What Non-Compliance Actually Costs

Scenario A — Private Company

PrivaCo Pvt Ltd is a two-director startup with Rs. 10 lakh paid-up capital. It holds its AGM on the last permissible date, 30 September 2026. An unusually busy October–December leads to late filings across the board:

• AOC-4 filed 60 days late (30 December 2026 vs. due date 30 October 2026)

Additional fee: Rs. 100 × 60 = Rs. 6,000

• MGT-7 filed 45 days late (14 January 2027 vs. due date 29 November 2026)

Additional fee: Rs. 100 × 45 = Rs. 4,500

• DPT-3 filed 62 days late (1 September 2026 vs. due date 30 June 2026)

Additional fee: Rs. 100 × 62 = Rs. 6,200

• DIR-3 KYC missed by both directors — DINs deactivated

Reactivation fee: Rs. 5,000 × 2 directors = Rs. 10,000

• ADT-1 filed 25 days late (10 November 2026 vs. due date 15 October 2026)

Additional fee: Rs. 100 × 25 = Rs. 2,500

Total preventable cost: Rs. 29,200 — for a company with Rs. 10 lakh paid-up capital, that is nearly 3% of total capital in pure administrative penalties, before any officer-level compounding application under specific sections (MGT-7 alone can carry up to Rs. 50,000 plus Rs. 500/day on officers in default under Section 92(5)).

Scenario B — LLP

QuickServ LLP has two designated partners. Form 11 is filed on 30 September 2026 instead of 30 May 2026 — 123 days late. Form 8 is filed on 28 February 2027 instead of 30 October 2026 — 121 days late.

• Form 11 late fee: Rs. 100 × 123 = Rs. 12,300
• Form 8 late fee: Rs. 100 × 121 = Rs. 12,100
• Total: Rs. 24,400

Simply from forgetting two returns, the LLP pays Rs. 24,400 in additional fees — before the tax audit costs, ITR penalty, or any officer-level exposure under Section 69 of the LLP Act.

Filing on MCA V3: A Step-by-Step Walkthrough

For those who have not filed on MCA V3 recently, the platform differs materially from legacy V2. Here is the practical sequence:

1. Verify your MCA user account at mca.gov.in. The authorised signatory must have a registered account linked to a valid PAN and a current, unexpired DSC (Digital Signature Certificate). DSCs are typically valid for two or three years — check validity before the filing season, not the day before the deadline.

1. Audit the company master data. Under 'My Workspace', verify the CIN (Corporate Identification Number) or LLPIN (LLP Identification Number) status is Active, the registered address is correct, and all director/partner DINs are Approved (not deactivated).

1. Open the web-based form. Navigate to 'MCA Services' → 'E-Filing' and select the relevant form. MCA V3 forms run entirely in the browser — there is no downloadable utility to install. Forms auto-populate from master data; verify every pre-filled field before proceeding.

1. Prepare and upload attachments. Each form has a prescribed document checklist. All attachments must be PDF, under the maximum file-size limit per attachment (typically 4 MB per document). Flatten PDFs before uploading — encrypted or password-protected PDFs cause upload failures. XBRL-tagged financials for AOC-4 are uploaded as a separate XML file.

1. Affix the DSC. The authorised signatory uses the MCA DSC utility or the browser-based signing module to affix their DSC. For forms that permit OTP authentication (such as DIR-3 KYC Web), the Aadhaar-linked OTP serves in place of a DSC.

1. Professional certification. For forms requiring CA, CS, or CMA certification (AOC-4, MGT-7 above threshold, LLP Form 8), the certifying professional must affix their own DSC and enter their membership number. Confirm the professional's membership is current and in good standing before they certify.

1. Submit, pay, and note the SRN. On submission, the portal generates a Service Request Number (SRN). Pay the statutory fee (plus any additional late fee) online. Save the SRN in your compliance register — it is your legal proof of filing date, which is the date of submission, not the date the form is approved or processed.

1. Track and download the acknowledgement. Monitor the SRN status under 'Track Transaction Status'. Straight-Through Processing (STP) forms such as AOC-4 and MGT-7 are typically approved within minutes to a few hours. Once status shows 'Approved', download the email acknowledgement or challan as your permanent record.

Common Mistakes That Trigger Penalties

Treating DPT-3 as a deposit-company obligation. The most frequently missed annual compliance, DPT-3 is routinely skipped by companies that have not accepted public deposits. But any outstanding unsecured borrowing — a promoter loan, a director loan, a shareholder loan — that is exempt from the deposits definition must still be disclosed. File DPT-3 or face a Rs. 100/day accumulating fee.

Using an expired DSC. A DSC that expires mid-filing season will cause form submission failures. The late-fee clock keeps running while you apply for a renewed DSC (which typically takes two to five working days). Audit all DSCs in your compliance register every six months.

Not triggering DIR-12 on a director's resignation. When a director resigns, DIR-12 must be filed within 30 days of the resignation taking effect. Missed filings mean the resigned director's name remains on MCA master data — a reputational and legal liability for the ex-director, and a governance red flag on the company's public record.

Skipping INC-20A for recently incorporated companies. Every company incorporated after 2 November 2018 must file Form INC-20A, the declaration of commencement of business, within 180 days of incorporation. A company that has not filed INC-20A cannot legally commence operations and is exposed to RoC strike-off proceedings under Section 248.

Confusing Form 11 with a meeting-triggered return. LLP founders accustomed to company compliance often wait for a partners' meeting before filing Form 11. The 30 May deadline is calendar-fixed and has nothing to do with any meeting. File it regardless of whether partners have formally reviewed the accounts.

Filing AOC-4 before board approval of financials. The financial statements must be formally approved at a quorate board meeting and then placed before the AGM. Filing AOC-4 with statements that were never tabled at a valid board meeting constitutes defective compliance and can invite scrutiny or rejection.

Key Takeaways

• LLP Form 11 is due 30 May 2026 — if you are reading this in late May 2026, the deadline is immediate; every day of further delay adds Rs. 100 to your liability.
• The Rs. 100/day late fee has no cap under Section 403 of the Companies Act and Section 69 of the LLP Act; there is no current amnesty scheme for pending forms.
• DIR-3 KYC missed = DIN deactivated. Reactivation costs Rs. 5,000 per director and blocks all form-signing until paid; prepare directors' Aadhaar-linked mobile details well before 30 September.
• DPT-3 is mandatory even for nil-deposit companies if they carry any outstanding exempt borrowing as on 31 March 2026.
• Event-based forms have 30-day windows — build a compliance trigger checklist so that every share allotment, director change, charge creation, or office relocation automatically generates a filing task.
• MCA V3 requires clean master data before filing — a mismatch between form data and the portal's company master causes rejection and restarts the late-fee clock.
• Two consecutive years of defaults can invite a Section 248 strike-off notice, the most operationally disruptive outcome for any going concern; no bank account, no contracts, no legal standing until restoration.