Annual ROC Filing and ROC Compliance

ROC compliance means the filings every company and LLP in India must make with the Registrar of Companies (ROC) under the Companies Act, 2013 or the LLP Act, 2008: financial statements and annual returns every year, director KYC, charge registrations, and forms for events such as new directors, share allotments or a change of address. IMAK Advisory, an ICAI-registered CA firm in Bengaluru, handles ROC compliance for private limited companies, one person companies and LLPs across India – preparing the accounts, holding the board and annual meetings in order, and filing the forms on the MCA portal.

Most penalties come from three habits: holding the AGM late, filing only when someone reminds you, and forgetting forms that are triggered by events during the year. This page explains the ROC full form in company law, what is ROC filing and what ROC filing means in practice, the ROC forms a company files in a year, the current due dates including the extended dates for FY 2025-26, ROC charge registration, the ROC certificate you receive for each filing, and LLP compliance.

• Annual filing of financial statements (AOC-4) and annual return (MGT-7 or MGT-7A)
• LLP annual filing: Form 11 and Form 8
• Board meetings, AGM, minutes and statutory registers
• Director KYC and DIN updates
• ROC charge creation, modification and satisfaction
• Event-based ROC forms: directors, shares, address, auditors, deposits and MSME dues

The ROC full form in company law is Registrar of Companies. Under the Companies Act, 2013, the Registrar includes the Registrar, Additional, Joint, Deputy and Assistant Registrars who register companies and carry out functions under the Act. Registrars are appointed by the Central Government and work under the Ministry of Corporate Affairs, through Regional Directors.

Each state has a Registrar's office with jurisdiction over companies whose registered office is in that state; for example, ROC Bengaluru handles companies registered in Karnataka. New companies are incorporated through the Central Registration Centre, many routine forms are processed centrally by the Central Processing Centre set up in 2024, and the state Registrar focuses on inquiries, inspections, adjudication of penalties and prosecution.

ROC in Company Law: What the Registrar Does

• Registers companies and LLPs and keeps their public records
• Receives and records annual filings, charges and event-based forms
• Issues certificates, such as incorporation, change of name and registration of charges
• Examines filings and can call for information or explanations
• Adjudicates penalties for defaults and files prosecution where the law requires
• Strikes off defunct companies and LLPs that have not carried on business or filed returns

When people search for "ROC in company law", they usually want to know why a private company must report to a government office at all. The answer is limited liability: in exchange for protecting owners' personal assets, the law requires companies to put their accounts, owners and borrowings on a public record that lenders, suppliers and investors can check.

What is ROC filing? It is the submission of forms, financial statements, returns and resolutions to the Registrar of Companies through the MCA portal, signed with the digital signature of a director and, where required, certified by a practising chartered accountant, company secretary or cost accountant. Once filed and accepted, the information becomes part of the company's public record.

ROC Filing Means Two Kinds of Filing

In practice, ROC filing means two things. Annual filings are due every year whatever happens: financial statements, the annual return, and for LLPs the statement of accounts and annual return. Event-based filings are due when something changes: a director joins or leaves, shares are allotted, the registered office moves, a loan is secured on company assets, or a special resolution is passed. Missing either kind has consequences, but event-based forms are the ones most often forgotten.

A one person company does not hold an AGM; it files AOC-4 within 180 days of the end of the financial year and MGT-7A within 60 days of the date by which the AGM would otherwise have been held. The first AGM of a new company can be held within nine months of the end of its first financial year.

There are dozens of ROC forms, but a typical private company deals with about fifteen over its life. Knowing which event triggers which form is half of ROC compliance.

For LLPs, the main forms are Form 11 (annual return), Form 8 (statement of account and solvency), Form 3 (LLP agreement and changes) and Form 4 (changes in partners).

1. Close the books and finalise the financial statements in the Schedule III format
2. Hold the board meeting to approve the financial statements and the board's report
3. Complete the statutory audit and sign the audit report
4. Send notice of the AGM with the financial statements, auditor's report and board's report
5. Hold the AGM within the time limit, adopt the accounts and appoint or confirm the auditor
6. File ADT-1 within 15 days if the auditor was appointed or reappointed
7. File AOC-4 with the financial statements and reports, signed with a director's DSC and certified by a practising professional
8. File MGT-7 or MGT-7A with shareholding, directors, meetings and remuneration details
9. Download the filing receipts and the SRN acknowledgements for your records

The board's report now carries more disclosures than before, including the number of sexual harassment complaints received and resolved, a statement on compliance with maternity benefit law, and the gender-wise number of employees. Small companies have simpler reporting, but still need a board's report.

Through General Circular 05/2026 dated 24 October 2026, the MCA allowed AOC-4, AOC-4 CFS, AOC-4 XBRL and the NBFC Ind AS versions for FY 2025-26 to be filed up to 31 December 2026, and MGT-7 and MGT-7A up to 31 January 2027, without additional fees. Two points matter. First, the circular does not extend the time for holding the AGM, so a company that missed its AGM date is still in default for that. Second, a form filed after the extended date attracts additional fees calculated from the original due date, not from the extended one.

Small companies – private companies with paid-up capital up to ₹10 crore and turnover up to ₹100 crore, under the limits in force from 1 December 2025 – and one person companies get lighter ROC compliance: an abridged annual return in MGT-7A, two board meetings a year instead of four, no cash flow statement in some cases, and simpler board's report contents. They still file AOC-4 and the annual return every year, keep registers and minutes, and file event-based ROC forms.

The higher small company limits also matter for dematerialisation. Private companies that are not small companies must issue and hold securities in demat form under Rule 9B; a company that is now a small company under the new limits should check whether that requirement still applies to it.

An LLP files two annual forms with the Registrar. Form 11, the annual return with partners' details and contributions, is due by 30 May. Form 8, the statement of account and solvency, is due by 30 October and is signed by two designated partners and certified by a practising professional. For FY 2025-26, Form 11 was due on 30 May 2026 and Form 8 on 30 October 2026; neither was extended, so filings made now attract additional fees.

• Accounts must be audited if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh
• Changes in partners are filed in Form 4 and changes to the LLP agreement in Form 3, within 30 days
• Designated partners also file DIR-3 KYC for their DPINs
• Income-tax return and, where applicable, tax audit are separate from ROC compliance

From 31 March 2026, every director holding a DIN files DIR-3 KYC Web once every three consecutive financial years, by 30 June of the year it falls due, instead of every year. A change in mobile number, email address or residential address must be updated within 30 days of the change. Forms pending in the old system on 31 March 2026 were cancelled, so directors with an unfinished filing need to file again. If KYC is not filed, the DIN is deactivated, and a director with a deactivated DIN cannot sign ROC forms until it is restored.

An ROC charge is a record, filed with the Registrar, that a company's assets have been given as security for a loan or other obligation. When a bank or lender takes a mortgage, hypothecation or pledge over company assets, the company must register the charge in Form CHG-1 within 30 days of its creation. A further period is available with additional fees, and beyond that the company must apply for condonation of delay. Charges for debentures can be filed in Form CHG-9.

Once registered, the Registrar issues a certificate of registration of charge. When the loan is repaid, the company files CHG-4 within 30 days, and the Registrar issues a certificate of satisfaction. Modifications such as an increase in the limit are filed again in CHG-1. An unregistered charge is not effective against a liquidator or other creditors, which is why lenders insist on it.

Searchers asking about "ROC charge" sometimes mean the government fee for a filing. We do not publish fees; filing fees depend on the form and the company's capital, and the additional fee for delay grows every day, so the cheapest ROC charge is always the one filed on time.

An ROC certificate is a certificate issued by the Registrar to confirm a registration or change. The most common are:

• Certificate of incorporation, with the CIN, when a company or LLP is registered
• Certificate of registration of charge and certificate of satisfaction of charge
• Fresh certificate of incorporation after a change of name or conversion
• Certificate confirming the shifting of the registered office to another state
• Approval letters and challans for filed forms, which act as proof of filing

For a routine annual filing, the Registrar does not issue a separate ROC certificate; the payment challan, the SRN and the status "approved" or "taken on record" on the MCA portal are the proof. Lenders and investors often ask for the company master data and the list of charges, which can be viewed on the MCA portal.

ROC registration usually means incorporating a company or LLP with the Registrar, which gives the business its legal identity and a Corporate Identity Number (CIN). An ROC company is simply a company registered with the Registrar under the Companies Act, as opposed to a proprietorship or a registered partnership, which are not registered with the ROC.

The 21-character CIN tells you about the ROC company at a glance: whether it is listed (L) or unlisted (U), its industry code, the state of registration, the year of incorporation, its type (such as PTC for a private company or OPC for a one person company) and its registration number. Anyone can view an ROC company's master data, directors, charges and filing history on the MCA portal.

The annual filing is only as good as the accounts behind it. Financial statements must follow Schedule III of the Companies Act and the applicable accounting standards, and they must agree with the income-tax return, GST returns and bank records. Differences between the figures filed with the Registrar and those filed with the tax department are one of the first things a lender, investor or tax officer notices.

• Reconcile bank accounts, loans and GST input and output before closing the year
• Confirm balances with major customers, suppliers and lenders
• Record depreciation, provisions and accrued expenses, not only cash transactions
• Disclose related-party transactions, loans to directors and contingent liabilities correctly
• Classify amounts owed to micro and small enterprises, which also feeds MSME Form 1
• Keep the audit trail switched on in the accounting software, as the law requires

Companies that keep monthly books close the year in days rather than weeks, and their audit moves faster. That leaves time to hold the AGM comfortably and file before the due date, instead of filing at the last minute when the portal is busy.

ROC compliance is not only filing. The Companies Act requires a minimum number of board meetings, an annual general meeting, minutes signed within the prescribed time, and statutory registers kept at the registered office. These records are what the Registrar or an investor asks for during an inspection or due diligence.

• At least four board meetings a year with no more than 120 days between two meetings; small companies and OPCs need one in each half of the year, at least 90 days apart
• AGM every year within six months of the year end, with no more than 15 months between two AGMs
• Minutes of board and general meetings
• Register of members, directors and key managerial personnel, charges, contracts with related parties, and loans and investments
• Directors' disclosures of interest and non-disqualification declarations

Late filing of ROC forms attracts an additional fee for every day of delay, with no upper limit for annual forms. Separately, the company and every officer in default can be penalised under the section that was breached, such as section 92 for the annual return and section 137 for financial statements. Penalties are adjudicated by the Registrar after a show cause notice.

Longer defaults have heavier consequences. If a company fails to file financial statements or annual returns for three continuous financial years, its directors become disqualified for five years from being directors of any company, and their DINs are marked accordingly. A company that has not carried on business or filed for two years can be struck off by the Registrar. An LLP that does not file can also be struck off.

Catching Up on Missed ROC Filings

If filings are pending, the order matters: complete the accounts and audit first, hold the meetings, then file the oldest forms first. Sometimes the MCA announces a scheme that reduces additional fees for a limited time; the Companies Compliance Facilitation Scheme, 2026 ran until 31 August 2026 and has closed. We check for any current scheme, file the backlog, and reply to any adjudication notice with the facts and the steps taken to make good the default.

Many ROC filings are triggered by decisions the business makes for commercial reasons. Planning them with the event avoids late fees:

• Appointing or removing a director: board resolution, DIR-12, and MGT-14 where a special resolution is needed
• Raising funds: increase in authorised capital (SH-7), allotment (PAS-3), valuation and FEMA reporting for foreign investors
• Taking a secured loan: CHG-1 within 30 days
• Moving office: INC-22, and a regional director's approval for a move to another state
• Changing name or objects: special resolution, MGT-14 and the name or object change form
• Changing auditors: ADT-1, and ADT-3 when an auditor resigns

1. Review of the company's MCA master data, past filings, charges and director KYC status
2. Compliance calendar for the year, shared with the directors
3. Bookkeeping, financial statements and coordination with the statutory auditor
4. Notices, agendas, minutes and registers for board meetings and the AGM
5. Preparation and filing of AOC-4, MGT-7 or MGT-7A, ADT-1, DPT-3, MSME Form 1 and DIR-3 KYC
6. Event-based ROC forms as they arise, with resolutions
7. ROC charge filings when loans are taken or repaid
8. Copies of every filing, challan and SRN in your compliance folder

Forms are signed with your directors' DSCs. Where a form needs certification by a practising professional, the certifying member of our firm checks the underlying records before signing.

We do not publish fees. The cost depends on the type of entity, whether bookkeeping and accounts preparation are included, the number of board meetings and event-based forms in the year, the audit, and whether there is a backlog. Government fees and any additional fees depend on the form, the capital and the delay. Our team shares the exact total after reviewing your requirements.

A Startup That Never Filed After Incorporation

Two founders incorporated a private company, raised a small angel round and focused on the product. Two years later, an investor's due diligence found no INC-20A, no annual filings and an unfiled share allotment. The work covered the accounts and audits for both years, meetings and minutes, the pending forms in order, and replies to adjudication notices. The investment closed after the backlog was cleared.

A Manufacturer With a New Bank Loan

A family-owned company took a term loan secured on its factory and machinery. The bank's sanction required ROC charge registration. CHG-1 was filed within 30 days with the bank's digital signature, and the certificate of registration of charge was shared with the bank. When an earlier loan was repaid, CHG-4 was filed to record satisfaction.

An LLP That Crossed the Audit Limit

A consulting LLP's turnover grew past ₹40 lakh, making an audit compulsory. The partners had planned to file Form 8 on their own. The accounts were audited, Form 8 and Form 11 were filed on time, and the partners received a calendar for the next year.

• Holding the AGM late and assuming an extension for filing also extends the AGM
• Filing AOC-4 without a signed board's report or with an unsigned audit report
• Forgetting INC-20A in the first 180 days
• Missing DIR-12 when a director resigns or joins
• Not registering a charge because "the bank will do it"
• Ignoring MSME Form 1 when suppliers are paid late
• Letting a director's DIN be deactivated for missed KYC
• Treating a dormant company as needing no filings
• Using an old address or email for the company on the MCA portal, so notices are missed

Dormant Companies

A company formed for a future project or holding an asset can apply for dormant status in MSC-1. A dormant company has lighter ROC compliance but must still file a return every year and hold at least one board meeting in each half of the year.

Section 8 Companies

Section 8 companies file AOC-4 and MGT-7 like other companies, and their exemptions on meetings and registers depend on the rules. They also have obligations under the Income-tax Act for exemption and donations, which we coordinate.

Subsidiaries of Foreign Companies

Indian subsidiaries of foreign companies follow the same ROC compliance plus FEMA reporting of foreign investment and, where applicable, transfer pricing documentation. Directors abroad must keep their KYC and DSCs current.

Closing a Company or LLP

If the business has stopped, the company can apply to be struck off after clearing liabilities and pending filings, through the Centre for Processing Accelerated Corporate Exit. An LLP has its own closure process. Closing properly is usually cheaper than continuing to pay additional fees for a company that does nothing.

• We are not the MCA or the Registrar and cannot waive additional fees or penalties
• We do not backdate meetings, resolutions or documents
• We do not sign certifications without seeing the records
• We do not act as nominee directors or provide registered office addresses
• We do not give legal opinions on shareholder disputes; we work with advocates for those

If your company has a company secretary in employment and an internal finance team that closes the books on time, you may need us only for the audit-related work or occasional event-based forms. And if you run a proprietorship or a registered partnership firm, there is no ROC compliance at all; your obligations are income tax, GST and labour registrations.

1. When was the last AGM held, and were AOC-4 and MGT-7 filed for that year?
2. Is every director's DIN active and KYC up to date?
3. Are there loans secured on company assets, and are the charges registered?
4. Were any shares allotted or transferred, and were the forms filed?
5. Does the company owe micro or small suppliers beyond 45 days?
6. Is the registered office address and email on the MCA portal current?
7. Is the company still a small company under the new limits?

ROC filings become public once accepted, but the working papers, board discussions and shareholder details behind them do not. As chartered accountants we follow ICAI's confidentiality rules. Your records are used only for the filings, shared only with the team handling them, and stored securely.

• Books closed and financial statements approved by the board
• Audit completed and report signed
• AGM held within six months of the year end
• ADT-1 filed if the auditor was appointed
• AOC-4 and MGT-7 or MGT-7A filed by the due date
• DPT-3 and MSME Form 1 filed where applicable
• DIR-3 KYC current for every director
• ROC charge filings up to date
• Event-based ROC forms filed within 30 days
• Registers and minutes complete

Our only office is in Whitefield, Bengaluru, where directors can meet us in person. ROC filings are made online on the MCA portal, so we handle ROC compliance for companies registered in any state; each company remains under the Registrar of Companies for its own state. We do not have offices outside Bengaluru.

What is the ROC full form in company law?

ROC stands for Registrar of Companies. The Registrar is appointed by the Central Government under the Companies Act, 2013 and works under the Ministry of Corporate Affairs to register companies and LLPs and maintain their records.

What is ROC compliance?

ROC compliance is the set of filings and records a company or LLP must keep with the Registrar: annual financial statements and returns, director KYC, charges and event-based forms, along with board meetings, AGMs, minutes and registers.

What is ROC filing?

ROC filing is the submission of forms, financial statements, returns and resolutions to the Registrar of Companies on the MCA portal, signed with a director's digital signature and certified by a practising professional where required.

What does ROC filing mean for a private company every year?

For a private company, ROC filing means holding the AGM, filing AOC-4 within 30 days and MGT-7 or MGT-7A within 60 days of it, filing ADT-1 when the auditor is appointed, and filing DPT-3, MSME Form 1 and director KYC where applicable.

What are the due dates for AOC-4 and MGT-7 for FY 2025-26?

Under General Circular 05/2026, AOC-4 forms for FY 2025-26 can be filed up to 31 December 2026 and MGT-7 or MGT-7A up to 31 January 2027 without additional fees. The time for holding the AGM was not extended.

Which ROC forms does a small private company file every year?

AOC-4 for financial statements, MGT-7A for the annual return, ADT-1 when the auditor is appointed, DPT-3 if it has received money that must be reported, and MSME Form 1 if it owes micro or small suppliers beyond 45 days. Directors file DIR-3 KYC when due.

What are the ROC forms for an LLP?

Form 11 (annual return) by 30 May and Form 8 (statement of account and solvency) by 30 October, plus Form 3 and Form 4 for changes in the agreement or partners.

What is an ROC charge?

An ROC charge is the registration with the Registrar of security given over company assets for a loan. It is filed in CHG-1 within 30 days of creation, and its satisfaction in CHG-4 within 30 days of repayment.

What ROC certificate does a company get?

The Registrar issues certificates for incorporation, registration and satisfaction of charges, change of name and shifting of the registered office. Routine annual filings do not get a separate certificate; the challan, SRN and approval status are the proof.

What is ROC registration?

ROC registration usually means incorporating a company or LLP with the Registrar of Companies, which issues a certificate of incorporation with a CIN or LLPIN.

What is an ROC company?

An ROC company is a company registered with the Registrar of Companies under the Companies Act, such as a private limited company, a public company or a one person company. Proprietorships and registered partnership firms are not ROC companies.

What happens if ROC filing is delayed?

An additional fee applies for every day of delay, and the company and officers in default can be penalised. Non-filing for three continuous years disqualifies directors for five years, and the company can be struck off.

Has DIR-3 KYC changed?

Yes. From 31 March 2026, directors file DIR-3 KYC Web once every three financial years by 30 June of the year it falls due, and must update mobile, email or address within 30 days of a change.

Does a dormant company need ROC compliance?

Yes. A dormant company has lighter requirements but must file an annual return of its dormant status and hold at least one board meeting in each half of the year.

How long does ROC filing take?

Annual forms can be filed within a few working days of the AGM once the documents are signed. Catching up on several years of pending filings takes longer, depending on the state of the books.

How much does ROC compliance cost?

We do not publish fees. Government fees depend on the form and capital, additional fees on any delay, and our team shares the exact total for our work after reviewing your requirements.

Company and LLP Registration · Director and Share Changes · Statutory Audit · Financial Statements and MIS · Bookkeeping and Accounting · Company Strike Off and Closure

Share your CIN or LLPIN and the last financial statements filed. Our team will check the MCA record, list pending filings and director KYC status, and send a compliance calendar.

Contact Details

Office Address

IMAK Advisory, ITPL Main Rd, Pattandur Agrahara, Whitefield, Bengaluru, Karnataka 560066, India

Phone

+91 79798 50684 (call or WhatsApp)

Email

imakadvisoryteam@gmail.com

Sources: Companies Act, 2013 (sections 77, 92, 96, 137, 164, 248, 396) and LLP Act, 2008; MCA General Circular 05/2026 (24 October 2026) as reported by Study Cafe; Companies (Appointment and Qualification of Directors) Amendment Rules, 2025 (G.S.R. 943(E)); Companies (Registration of Charges) Rules, 2014; MCA notice on the Central Processing Centre (2024). Checked 2 November 2026.