ROC Annual Filing for Private Limited Companies — Complete Guide 2025-26
Every company registered in India must file its annual returns with the Registrar of Companies (ROC) — regardless of turnover, profit, or whether it did any business at all. For a private limited company that means two core filings each year, AOC-4 and MGT-7, plus a handful of supporting forms. Miss them and the penalties add up fast, with no upper limit. This guide covers the forms, the FY 2025-26 due dates, the penalties, and how to stay clean.
To see your exact deadlines and any accumulated late fee, enter your AGM date into our ROC filing due date & late fee calculator.
What is ROC annual filing?
ROC annual filing is the yearly submission of a company’s financial statements and annual return to the Ministry of Corporate Affairs (MCA) under the Companies Act 2013. It tells the government who owns and runs the company and what its financial position is. It is a legal obligation for every registered company — private limited, OPC, and public — and separately for every LLP.
Is filing mandatory even for a dormant or zero-turnover company?
Yes. Even a company with zero revenue, no employees and no transactions must file AOC-4 (with nil financials) and MGT-7 every year. Non-filing risks a per-day penalty, director disqualification after three years, and eventual strike-off under Section 248. If a company is genuinely inactive, you can apply for Dormant Company status (Section 455) to reduce compliance — but that is a separate filing, not an exemption from filing.
The key forms and FY 2025-26 due dates
Assuming the AGM is held on the last permitted date of 30 September 2026 (for the year ending 31 March 2026):
- ADT-1 — auditor appointment — within 15 days of AGM (15 October 2026).
- AOC-4 — financial statements — within 30 days of AGM (30 October 2026). OPCs file within 180 days of year-end.
- MGT-7 / MGT-7A — annual return — within 60 days of AGM (29 November 2026). Small companies and OPCs use MGT-7A.
- DPT-3 — return of deposits/loans — by 30 June, filed by all companies even with nil deposits.
- MSME-1 — outstanding dues to MSME vendors — half-yearly, by 30 April and 31 October.
- DIR-3 KYC — director KYC — now triennial from FY 2025-26.
Held the AGM earlier? Every deadline moves forward with it. Use the due date calculator to get your exact dates.
The penalty: ₹100 per day, no cap
Since 1 July 2018, late filing of AOC-4 and MGT-7 attracts an additional fee of ₹100 per day per form with no maximum limit. For both forms together that is ₹200/day — about ₹2.19 lakh over three years. This is what makes ROC default so expensive: unlike many MCA forms, the fee simply keeps growing until you file. You can also check the exact government filing fees on our MCA fee calculator.
The bigger risk: director disqualification (Section 164(2))
If a company fails to file its financial statements or annual returns for any three consecutive financial years, every director is disqualified from being a director in any company for five years. The DIN shows as “Disqualified” on the MCA portal and can only be restored by an NCLT order after clearing all defaults. This applies to all of a director’s other companies too — so ROC default in one dormant company can jeopardise directorships everywhere.
CCFS-2026: a 90% late-fee waiver window
If you already have pending filings, the Companies Compliance Facilitation Scheme 2026 lets companies regularise at only 10% of the accumulated additional fee (a 90% waiver), valid until 15 July 2026. It covers private limited, OPC, public and foreign companies — but not LLPs. This is the cheapest window to clear old defaults; after it closes, the full ₹100/day resumes.
How TAXAJ helps
TAXAJ’s CS/CA team handles the full ROC annual compliance package for private limited companies, OPCs and LLPs — AOC-4, MGT-7/7A, ADT-1, DPT-3, MSME-1 and DIR-3 KYC — and clears CCFS-2026 pending filings before the deadline. Start by checking your dates on the ROC due date calculator, or talk to us about private limited company compliance.
Frequently asked questions
What is the due date for AOC-4 and MGT-7 for FY 2025-26?
With an AGM on 30 September 2026: AOC-4 is due by 30 October 2026 (30 days after AGM) and MGT-7/7A by 29 November 2026 (60 days after AGM). ADT-1 is due by 15 October 2026. If the AGM is earlier, the deadlines move forward. Late filing is ₹100/day per form with no cap.
What is the penalty for late ROC filing?
₹100 per day per form for AOC-4 and MGT-7, with no maximum — about ₹200/day for both together. Beyond the fee, three consecutive years of non-filing disqualifies every director for five years under Section 164(2).
Is ROC filing mandatory for a company with no business?
Yes. Every registered company must file AOC-4 and MGT-7 annually even with zero turnover. To reduce compliance for a genuinely inactive company, apply for Dormant Company status under Section 455 — but you must still file.
What is CCFS-2026?
The Companies Compliance Facilitation Scheme 2026 lets companies with pending filings pay only 10% of the accumulated late fee (a 90% waiver), valid until 15 July 2026. It applies to companies but not LLPs.
TAXAJ is a chartered-accountancy firm handling ROC/MCA compliance across India. Check your ROC due dates or book a compliance consultation.
