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Introduction to ROC Compliance in India
The Registrar of Companies (ROC) is a regulatory body operating under the Ministry of Corporate Affairs (MCA) that supervises the registration and compliance of all companies and Limited Liability Partnerships (LLPs) in India. ROC compliance is not optional but a statutory obligation mandated under the Companies Act, 2013, and the Limited Liability Partnership Act, 2008.
Every entity registered with the ROC—whether it’s a Private Limited Company, Public Limited Company, One Person Company (OPC), Limited Liability Partnership, or any other corporate structure—must file specific forms and documents annually or when triggered by specific events. Non-compliance with ROC filing requirements can attract substantial penalties, lead to director disqualification, and result in the company being struck off from the ROC records, effectively ending its legal existence.
At RLFinTax.com, we help companies and LLPs navigate complex ROC compliance requirements, ensuring timely filings and full adherence to regulatory standards.
What is ROC Compliance and Why is it Important?
ROC compliance refers to the mandatory submission of prescribed forms, documents, and returns to the Registrar of Companies as required under the Companies Act, 2013. These filings ensure that the company’s financial records, shareholding structure, directorship, and operational details remain transparent and accurate in the official MCA database.
Key Objectives of ROC Compliance:
The primary purpose is to maintain statutory compliance with corporate laws. ROC filings ensure transparency in financial and operational affairs, which builds investor and stakeholder confidence. Compliance protects the company from legal action and penalties. It also helps during loan applications, tenders, valuations, and funding rounds. Finally, maintaining timely compliance safeguards directors from personal liability and disqualification.
ROC Compliance for Private Limited Companies
Private Limited Companies form the backbone of India’s corporate sector and have among the most stringent ROC compliance requirements.
Annual Compliance Requirements for Private Limited Companies
1. Annual General Meeting (AGM)
Purpose: To approve audited financial statements, appoint/reappoint directors, and transact other business as per the company’s Articles of Association.
Mandatory For: All Private Limited Companies (except certain exempt categories).
Due Date: Must be conducted by 30th September 2025, within six months from the close of the financial year (31st March 2025).
Penalty for Delay: ₹100 per day per director for holding AGM beyond the due date.
2. Form AOC-4 (Annual Financial Statements)
Purpose: To file audited financial statements, including balance sheet, profit and loss account, cash flow statement, notes to accounts, and auditor’s report.
Applicable To: All Private Limited Companies (except One Person Companies, which file AOC-4 without AGM).
Due Date: Within 30 days from the date of AGM (typically by 30th October 2025 if AGM is held on 30th September 2025).
Key Points:
Penalty: ₹100 per day with no upper limit for late filing.
3. Form MGT-7 (Annual Return)
Purpose: To provide comprehensive information about the company’s shareholding structure, directorship, meetings held, and compliance status.
Applicable To: All Private Limited Companies (except smaller companies that file MGT-7A).
Due Date: Within 60 days from the conclusion of AGM (typically by 29th November 2025).
Information Required in MGT-7:
Penalty: ₹100 per day with no upper limit.
4. Form MGT-8 (Certification of Annual Return)
Purpose: A certification by a practising Company Secretary that the annual return (MGT-7) has been filed correctly and in compliance with the Companies Act.
Mandatory For:
Due Date: Within 60 days from the AGM.
5. Form ADT-1 (Auditor Appointment)
Purpose: To notify the ROC of the appointment or reappointment of the statutory auditor.
Due Date: Within 15 days from the date of AGM (or Board Meeting for first auditor appointment within 30 days of incorporation).
Penalty: Under Section 147, failure to appoint an auditor within the prescribed timeframe attracts penalties.
6. Form DIR-3 KYC (Director KYC)
Purpose: To file Know Your Customer (KYC) details of all directors holding a Director Identification Number (DIN).
Applicable To: Every director with a valid DIN as on 31st March must file.
Due Date: 30th September 2025 (extended till 15th October 2025 in certain circumstances).
Penalty: ₹5,000 per director for late filing, and the DIN may be deactivated for non-compliance.
Important: Filing is mandatory every year for all active DIN holders, regardless of whether director details have changed.
7. Form DPT-3 (Deposits)
Purpose: To file details of all deposits accepted by the company from members or outsiders.
Due Date: On or before 30th June 2025 (for the financial year ending 31st March 2025).
Important Note: Even if the company has not accepted any deposits, it must file Form DPT-3 with a NIL return to confirm the company’s non-receipt of deposits.
Penalty: ₹100 per day with no upper limit.
8. Form MSME-1 (Half-Yearly MSME Reporting)
Purpose: To report any outstanding payments owed to Micro, Small, and Medium Enterprises (MSMEs) where payment is delayed beyond 45 days.
Due Dates:
Penalty: ₹100 per day for late filing.
ROC Compliance for Limited Liability Partnerships (LLPs)
Limited Liability Partnerships are increasingly popular for professional and business services. LLPs have their own specific compliance requirements under the Limited Liability Partnership Act, 2008.
Annual Compliance Requirements for LLPs
1. Form 8 (Statement of Accounts and Solvency)
Purpose: To file audited financial statements and a solvency statement signed by designated partners.
Due Date: On or before 30th October 2025.
Penalty: ₹100 per day with no upper limit.
Key Components:
2. Form 11 (Annual Return of LLP)
Purpose: To file comprehensive information about the LLP, including partner details, capital contributions, and changes during the financial year.
Due Date: Within 60 days from the end of the financial year (30th May 2025 for FY ending 31st March 2025).
Penalty: ₹100 per day with no upper limit for late filing.
Information Required:
3. Form 3 (Changes to LLP Agreement)
Purpose: To file any amendments to the LLP Agreement.
Due Date: Within 30 days of modification to the LLP Agreement.
4. Form 5 (Change in Partners)
Purpose: To notify the ROC of any change in the partnership structure, including new admissions or retirements.
Due Date: Within 30 days of the change.
ROC Compliance for One Person Companies (OPCs)
One Person Companies enjoy certain relaxations from compliance requirements compared to larger companies, making them attractive for solo entrepreneurs.
What is a One Person Company (OPC)?
An OPC is a private company formed by a single natural resident individual as both the shareholder and director. Key features include limited liability protection, separate legal entity status, perpetual succession (through a nominated successor), and lower compliance burden. However, OPCs must maintain all statutory records and cannot raise capital from the public.
Annual Compliance Requirements for OPCs
1. Form AOC-4 (Financial Statements)
Purpose: To file audited financial statements.
Due Date: Within 180 days from the close of the financial year (typically 27th September 2025 for FY ending 31st March 2025).
Key Point: OPCs do not need to hold an AGM, so AOC-4 is filed directly without AGM approval.
Penalty: ₹100 per day with no upper limit.
2. Form MGT-7A (Annual Return for OPCs and Small Companies)
Purpose: To provide information about shareholding, directorship, and compliance status.
Due Date: 60 days from the completion of six months after the financial year ends (typically 28th November 2025).
Content: Includes details of the single member, nominee details, and compliance information.
Penalty: ₹100 per day with no upper limit.
3. Form DIR-3 KYC (Director KYC)
Due Date: 30th September 2025.
Penalty: ₹5,000 for late filing and DIN deactivation.
4. Form ADT-1 (Auditor Appointment)
Due Date: Within 15 days of the auditor’s appointment by the member.
Important Relaxations for OPCs:
ROC Compliance Calendar for FY 2024-25 (All Entities)
To ensure all entities stay on track with compliance, here is a comprehensive compliance calendar:
March 2025 onwards
April-May 2025
June 2025
September 2025
October 2025
November 2025
April 2026
Event-Based ROC Compliance Requirements
Beyond annual filings, companies must comply with specific forms triggered by events or changes within the organisation.
Form DIR-12: Changes in directorship (appointment, resignation, change of DIN). Due Date: Within 30 days of the event. Penalty: ₹100 per day with no upper limit
Form DIR-11: Change of director’s consent/disqualification details. Due Date: Immediately upon change. Penalty: As prescribed under the Act
Form INC-22: Alteration of authorised share capital. Due Date: Within 30 days of passing the resolution. Penalty: ₹100 per day
Form PAS-3: Return of allotment of shares. Due Date: Within 30 days of allotment. Penalty: ₹100 per day
Form CHG-1: Creation or modification of charges on company assets. Due Date: Within 30 days of creation/modification. Penalty: ₹100 per day
Form CHG-5: Satisfaction or release of charges. Due Date: Within 30 days. Penalty: ₹100 per day
Penalties for ROC Non-Compliance
Understanding the penalty structure is critical for maintaining compliance discipline.
Late Filing Penalties
General Rule: ₹100 per day per form with no upper limit for each day of default.
Examples:
Additional Penalties Under Section 250
For company-level violations (non-filing of returns, submission of false information), penalties range from ₹50,000 to ₹5 lakh depending on the severity and duration of non-compliance.
Director Penalties Under Section 271
Directors can be personally penalised with fines ranging from ₹10,000 to ₹1 lakh for complicity in non-compliance or for allowing the company to default on filings.
DIN Deactivation
Failure to file DIR-3 KYC by the due date results in:
Strike-Off Action
If a company fails to file required returns consecutively for two years or more, the ROC may initiate strike-off proceedings under Section 248 of the Companies Act. Once struck off, the company ceases to exist as a legal entity and cannot conduct any business.
Process of Strike-Off:
Interest and Additional Fees
The MCA system automatically deducts additional fees from company accounts linked to the MCA portal. These are calculated daily until the return is filed and cannot be negotiated or waived except in specific circumstances.
Consequences of Non-Compliance Beyond Penalties
The penalties are just the beginning. Non-compliance carries far-reaching consequences:
Director Disqualification: Persistent non-compliance can lead to directors being barred from serving as directors in any company for a specified period under Section 279 of the Companies Act.
Loss of Active Company Status: The company’s status is marked as “inactive,” making it difficult to secure loans, partnerships, or business opportunities.
Legal Action: Persistent non-compliance may invite notices from the ROC and formal adjudication proceedings.
Investor and Lender Concerns: Banks and financial institutions often require proof of ROC compliance before approving loans or credit facilities.
Damaged Business Reputation: Non-compliance signals poor governance and affects the company’s credibility with suppliers, clients, and partners.
GST and Income Tax Issues: Non-compliance with ROC filings can raise red flags with GST and income tax authorities, triggering further scrutiny.
Key Points for Successful ROC Compliance
1. Maintain a Compliance Calendar: Create a master compliance calendar with all critical dates for the financial year. Share it with your finance team and auditors.
2. Prepare Documents in Advance: Start preparing audited financial statements 2-3 months before the AGM. Ensure all supporting documents are organized and validated.
3. Conduct Board Meetings Regularly: Document all board decisions and resolutions. These are referenced in compliance filings.
4. Maintain Valid Digital Signatures: Ensure all signatories (directors, designated partners) maintain valid Digital Signature Certificates (DSC). Renew at least 15 days before the filing season.
5. Reconcile Financial Records: Ensure books of accounts are properly reconciled and finalised before filing financial statements.
6. Verify Shareholding and Directorship Records: Maintain updated registers of members, directors, and charges. These must match the information filed with the ROC.
7. File Forms in Correct Sequence: Follow the prescribed sequence of filing (e.g., AOC-4 before MGT-7 for companies) to avoid system rejections.
8. Engage with Professionals: Work with qualified Chartered Accountants and Company Secretaries to ensure accurate and timely filing.
9. Request Extensions if Necessary: If facing genuine difficulties, apply to the ROC for an extension with valid reasons. Extensions are granted on a case-by-case basis.
10. Monitor MCA Portal Regularly: Keep track of communications from the ROC on the MCA21 portal. Respond promptly to any notices or queries.
How to File ROC Forms
Step-by-Step Filing Process
Step 1: Create MCA Account
Step 2: Prepare Required Documents
Step 3: Download and Fill Forms
Step 4: Digital Signature
Step 5: Upload and Validate
Step 6: Submit and Payment
Step 7: Tracking and Confirmation
How RLFinTax.com Can Assist with ROC Compliance
At RLFinTax.com, we provide comprehensive ROC compliance services including:
Our team of experienced Company Secretaries and Chartered Accountants ensures zero compliance lapses, allowing you to focus on business growth.
Frequently Asked Questions on ROC Compliance
Q: Is ROC compliance mandatory for all companies? A: Yes, every company registered under the Companies Act, 2013, and every LLP registered under the LLP Act, 2008, must comply with ROC filing requirements, regardless of business activity or revenue.
Q: Can ROC filing be done manually instead of electronically? A: No. As per MCA guidelines, all companies must file electronically through the MCA21 portal. Manual filing is not accepted.
Q: What happens if the AGM is not held by 30th September? A: Failure to hold AGM within the prescribed timeframe attracts penalties of ₹100 per day per director. Additionally, ROC may initiate action against the company for non-compliance.
Q: Can the filing deadline be extended? A: Yes, companies can apply to ROC for an extension with valid reasons (business disruptions, force majeure, etc.). Extensions are granted on a case-by-case basis.
Q: Are dormant companies exempt from ROC filing? A: No. Even dormant companies must file annual returns (MGT-7A for small companies, MGT-7 for others) and financial statements (AOC-4). Failure to do so can result in loss of dormant status.
Q: What is the fine for filing ROC forms late? A: The standard late fee is ₹100 per day per form with no upper limit. Additional penalties may be imposed depending on the severity and duration of non-compliance.
Q: Can directors be held personally liable for non-compliance? A: Yes. Directors can be personally fined up to ₹1 lakh and may face disqualification if found responsible for non-compliance or false filing.
Conclusion
ROC compliance is not just a statutory formality but a critical component of good corporate governance. Timely and accurate filing of all required forms ensures your company maintains legal standing, builds credibility with stakeholders, and protects directors from personal liability.
Whether you operate a Private Limited Company, Limited Liability Partnership, or One Person Company, the requirements are clear and non-negotiable. Missing even a single deadline can trigger penalties, damage your company’s reputation, and lead to serious consequences, including strike-off.
By maintaining a robust compliance calendar, engaging with qualified professionals, and staying informed about changing regulatory requirements, you can ensure your entity remains fully compliant throughout the financial year.
Need Professional ROC Compliance Support? Contact the experts at RLFinTax.com for comprehensive ROC compliance management, form filing, and strategic compliance guidance tailored to your organisation’s specific needs.
About RLFinTax.com
RLFinTax.com is a trusted platform providing comprehensive corporate compliance, ROC filing services, and financial advisory solutions. We help companies, LLPs, and OPCs navigate complex regulatory requirements, ensure timely compliance, and maintain excellent standing with government authorities. Our team of experienced Company Secretaries and Chartered Accountants is committed to delivering accurate, timely, and professional compliance services.
Disclaimer: This article is for informational purposes only and should not be considered as legal or professional advice. ROC laws and requirements are subject to changes notified by the MCA. Different states may have additional requirements or variations in procedures. For specific ROC compliance matters and event-based filings, kindly consult with a qualified Company Secretary or Chartered Accountant. RLFinTax.com recommends always verifying the latest requirements from the official MCA website (www.mca.gov.in) and consulting with regulatory professionals before undertaking critical compliance actions.