Every private limited or public company in India carries an ongoing duty to keep the Ministry of Corporate Affairs (MCA) informed about who owns its shares and how that ownership changes. When shares are allotted, transferred, bought back, or when capital is altered, the Registrar of Companies (ROC) expects specific e-forms filed within tight deadlines on the MCA V3 portal. Missing these triggers per-day additional fees and, in several cases, statutory penalties on the company and its officers. This 2026 guide walks through the key shareholder-related ROC filings, who files them, when they are triggered, and the timelines to watch.<\/p>\n
The Companies Act, 2013 treats a company’s share capital and its register of members as public-facing information. The ROC maintains a record of every company’s shareholding structure so that regulators, lenders, investors, and the public can rely on it. Any event that changes the number of shares, the identity of holders, or the beneficial ownership behind those shares must be reflected through a filing. Getting these right also protects directors from personal penalty exposure.<\/p>\n
When a company issues and allots new shares — through a rights issue, private placement, preferential allotment, bonus issue, or conversion — it must file Form PAS-3<\/strong> with the ROC. This form reports the number of shares allotted, the price, and the list of allottees.<\/p>\n The annual return is a yearly snapshot of the company as on the close of the financial year, listing shareholders, shareholding pattern, directors, and changes during the year. MGT-7<\/strong> applies to most companies; MGT-7A<\/strong> is the abridged version for One Person Companies (OPCs) and small companies.<\/p>\n Form SH-7<\/strong> notifies the ROC when a company alters its authorised share capital — most commonly an increase to make room for new allotments — or consolidates, sub-divides, or converts shares.<\/p>\n Form MGT-14<\/strong> records certain board and shareholder resolutions with the ROC under Section 117. Many capital events — a preferential allotment, buy-back, or issue of securities — require a special resolution that must be filed here before the related capital form.<\/p>\n Where an individual ultimately owns or controls 10% or more of a company (through shares, voting rights, or otherwise) without appearing on the register, the law looks through to that Significant Beneficial Owner<\/strong>. The individual first declares in Form BEN-1<\/strong> to the company; the company then reports to the ROC in Form BEN-2<\/strong>.<\/p>\n Separate from the SBO regime, Section 89 deals with cases where the registered holder and the beneficial owner of shares are different persons. Both file declarations to the company (MGT-4 and MGT-5), and the company reports these in Form MGT-6<\/strong>.<\/p>\n Form SH-4<\/strong> is the share transfer deed executed between the transferor and transferee. It is not filed with the ROC; instead it is delivered to the company, which approves the transfer and updates its register of members. The change then flows into the next annual return.<\/p>\n After a company completes a buy-back of its own shares, it must file Form SH-11<\/strong> as the return of buy-back, accompanied by a compliance certificate in Form SH-15.<\/p>\n MGT-1<\/strong> is the statutory register of members that every company must maintain from incorporation. It is not filed with the ROC but must be kept up to date and available for inspection. It is the source record behind the annual return and every ownership change above.<\/p>\n Most of these forms attract additional government fees that climb with the length of the delay — commonly around Rs 100 per day for annual filings, and multiples of the normal fee for capital-related forms filed late. Beyond fees, the Act imposes penalties: for example, failure to file the annual return can expose the company and every officer in default to a penalty of Rs 50,000 plus Rs 100 for each day of continuing default (subject to caps). SBO and beneficial-interest defaults under Sections 89 and 90 carry their own, often steeper, penalty regimes. Because fees compound daily and the MCA V3 portal timestamps each filing, the cost of delay adds up quickly.<\/p>\n\n
MGT-7 \/ MGT-7A – Annual Return<\/h3>\n
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SH-7 – Alteration of Share Capital<\/h3>\n
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MGT-14 – Filing of Resolutions<\/h3>\n
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BEN-2 – Significant Beneficial Owner (SBO)<\/h3>\n
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MGT-6 – Declaration of Beneficial Interest<\/h3>\n
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SH-4 – Share Transfer<\/h3>\n
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SH-11 – Return of Buy-back<\/h3>\n
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MGT-1 – Register of Members<\/h3>\n
Forms, purpose and timelines at a glance<\/h2>\n
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\n \nForm<\/th>\n Purpose<\/th>\n Timeline<\/th>\n<\/tr>\n<\/thead>\n \n PAS-3<\/td>\n Return of allotment of shares<\/td>\n 30 days of allotment<\/td>\n<\/tr>\n \n MGT-7 \/ 7A<\/td>\n Annual return listing shareholders<\/td>\n 60 days of AGM<\/td>\n<\/tr>\n \n SH-7<\/td>\n Alteration of share capital<\/td>\n 30 days of resolution<\/td>\n<\/tr>\n \n MGT-14<\/td>\n Filing of resolutions<\/td>\n 30 days of resolution<\/td>\n<\/tr>\n \n BEN-2<\/td>\n Significant beneficial owner return<\/td>\n 30 days of BEN-1 receipt<\/td>\n<\/tr>\n \n MGT-6<\/td>\n Declaration of beneficial interest<\/td>\n 30 days of declaration<\/td>\n<\/tr>\n \n SH-4<\/td>\n Share transfer deed (to company)<\/td>\n 60 days of execution<\/td>\n<\/tr>\n \n SH-11<\/td>\n Return of buy-back<\/td>\n 30 days of completion<\/td>\n<\/tr>\n \n MGT-1<\/td>\n Register of members (maintained)<\/td>\n Ongoing<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Penalties for delay<\/h2>\n
Keeping shareholder records clean<\/h2>\n