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Annual Return Filing Services in India
Annual return filing of a company in India is the mandatory submission of Form MGT-7 or MGT-7A to the Registrar of Companies under Section 92 of the Companies Act, 2013, alongside financial statements in the AOC-4 series under Section 137. Every registered company must file AOC-4 and MGT7/7A each financial year, whether or not it carried on business during that year.
- CCFS-2026 amnesty scheme closes 31 August 2026 — regularise pending MGT-7, MGT-7A and AOC-4 filings at just 10% of the additional fee
- Mandatory AOC-4 and MGT-7 / MGT-7A filing under Sections 137 and 92 — active or dormant, every company is covered
100% Compliant Filed with the MCA / ROC
Time-Sensitive
CCFS-2026 Closes 31 August 2026
The Ministry of Corporate Affairs introduced the Companies Compliance Facilitation Scheme, 2026 through General Circular No. 01/2026 dated 24 February 2026. The scheme allows companies carrying overdue annual filings to regularise them by paying the normal statutory fee plus only 10 per cent of the additional fee that would otherwise apply along with immunity from proceeding for non filing of forms.
The window was originally set to close on 15 July 2026. General Circular No. 03/2026 dated 8 July 2026 extended it to 31 August 2026, following disruption at the MCA data centre.
| CCFS-2026 route | Forms or application | Fee concession |
|---|---|---|
| Complete pending annual filings | MGT-7, MGT-7A, AOC-4 series, ADT-1, FC-3, FC-4 | Normal fee plus 10 per cent of additional fee |
| Apply for dormant status | MSC-1 under Section 455 | Reduced government fee |
| Voluntary strike-off | STK-2 | Reduced government fee |
Two points are frequently misreported and matter operationally. First, the scheme covers filings under the Companies Act, 2013 and the corresponding 1956 Act forms. It does not extend to LLP filings under Form 8 and Form 11, and no LLP settlement scheme is in force. Second, the Ministry has indicated that Registrars will initiate action, including director disqualification proceedings, against companies that remain in default after the window closes.
Companies with pending filings for one or more years should complete an eligibility assessment immediately.
Speak to IMC Group's ROC compliance teamApplicability
What Annual Return Filing Means Under Indian Law
The annual return is a statutory statement of a company's constitution as it stood at the close of the financial year. It is distinct from the financial statements, and distinct again from the income tax return. Filing one does not discharge the obligation to file the others.
Section 92 — What the Return Must State
Section 92 of the Companies Act, 2013 requires every company to prepare an annual return containing particulars including its registered office and principal business activities, holding and subsidiary company details, shareholding pattern, changes in shareholding during the year, particulars of directors and key managerial personnel and changes among them, meetings of members and the Board, remuneration of directors and KMP, penalties imposed on the company or its officers, and details of certification of compliances.
Sections 137 & 384(2) — Related Obligations
Section 137 requires the financial statements adopted at the annual general meeting to be filed with the Registrar in the AOC-4 series. Section 384(2) extends the annual return obligation to foreign companies with a place of business in India, with modifications. Sections 34 and 35 of the Limited Liability Partnership Act, 2008 impose a parallel but separately governed obligation on LLPs.
Section 455 — Dormancy Is Not Automatic
The obligation is unconditional. A company with no revenue, no employees and no bank transactions in the financial year files the same forms as an operating company. Dormancy is a status that must be formally applied for under Section 455, not a state that arises from inactivity.
Regulatory Framework
Forms Required for Annual Return Filing
| Form | Statutory basis | What it covers | Who files it |
|---|---|---|---|
| MGT-7 | Section 92 | Annual return | Companies other than OPC and small companies |
| MGT-7A | Section 92, Rule 11(1) | Abridged annual return | One Person Companies and small companies |
| AOC-4 | Section 137 | Financial statements, non-XBRL | Companies not required to file in XBRL |
| AOC-4 XBRL | Section 137 | Financial statements in XBRL taxonomy | Listed companies and their Indian subsidiaries, companies with paid-up capital of Rs 5 crore or more or turnover of Rs 100 crore or more, and companies preparing accounts under Ind AS |
| AOC-4 CFS | Section 129(3) | Consolidated financial statements | Companies with subsidiaries, associates or joint ventures |
| AOC-4 NBFC (Ind AS) | Section 137 | Financial statements | NBFCs reporting under Ind AS |
| MGT-8 | Section 92(2) | Certification by a practising Company Secretary | Listed companies, and companies with paid-up share capital of Rs 10 crore or more or turnover of Rs 50 crore or more |
| MGT-15 | Section 121, Rule 31 | Report confirming the AGM was convened, held and conducted as required | Listed public companies only |
| ADT-1 | Section 139 | Intimation of auditor appointment | All companies, within 15 days of the AGM at which the auditor is appointed or re-appointed |
| Form 11 | Section 35, LLP Act | LLP annual return | All LLPs |
| Form 8 | Section 34, LLP Act | LLP statement of account and solvency | All LLPs |
| FC-3 | Section 381 | Accounts and list of places of business in India | Foreign companies |
| FC-4 | Section 384(2), Rule 7 | Annual return of a foreign company | Foreign companies |
MGT-8 certification applies to every listed company and to companies having paid-up share capital of Rs 10 crore or more or turnover of Rs 50 crore or more. The certificate is a substantive compliance review, not a formality, and the Practising Company Secretary issuing it examines the statutory registers, minutes and filings for the year before signing.
MGT-15 is a separate obligation from the annual return and applies only to listed public companies. Under Section 121, every listed public company must prepare a report confirming that its annual general meeting was convened, held and conducted as required by the Act, and file that report with the Registrar in Form MGT-15 within 30 days of the conclusion of the AGM. Private companies, unlisted public companies and their subsidiaries are exempt from filing it.
Compliance Calendar
Due Dates by Entity Type for FY 2025-26
The financial year for these purposes ended on 31 March 2026. Most due dates run from the date of the annual general meeting rather than from the year end, which means a company that holds its AGM early also brings its filing deadlines forward.
| Entity type | Form | Statutory deadline | Indicative date |
|---|---|---|---|
| Private limited and public company | AOC-4 | 30 days from AGM | 30 October 2026 if AGM held on 30 September 2026 |
| Private limited and public company | MGT-7 | 60 days from AGM | 29 November 2026 if AGM held on 30 September 2026 |
| Private limited and public company | ADT-1 | 15 days from AGM | 15 October 2026 if AGM held on 30 September 2026 |
| Listed company | MGT-15 | 30 days from AGM | 30 October 2026 if AGM held on 30 September 2026 |
| One Person Company | AOC-4 | 180 days from close of financial year | 27 September 2026 |
| One Person Company | MGT-7A | 60 days from the last date on which the AGM should have been held | 29 November 2026 |
| Small company | MGT-7A | 60 days from AGM | 29 November 2026 if AGM held on 30 September 2026 |
| LLP | Form 11 | 60 days from close of financial year | 30 May 2026 |
| LLP | Form 8 | 30 days from the end of six months after the financial year end | 30 October 2026 |
| Foreign company | FC-4 | 60 days from the last day of the financial year | 30 May 2026 |
| Foreign company | FC-3 | Within six months of the close of the financial year | 30 September 2026 |
An OPC is exempt from holding an annual general meeting, which is why its MGT-7A deadline is measured from the date on which an AGM would otherwise have been due rather than from an actual meeting.
The LLP Form 11 deadline for FY 2025-26 has already passed. LLPs that have not filed are accruing an additional fee and should not assume that the company amnesty scheme covers them.
Documentation
What Are The Documents and Data Required Before Filing?
The single most common cause of a missed deadline is not the form itself but the preparatory work that was never done. The following must be in place before an annual filing can proceed.
For companies
- Audited financial statements for FY 2025-26, with the auditor's report signed
- Board report with all statutory annexures, including the AOC-2 related party disclosure where applicable
- Notice of the AGM and the minutes recording adoption of accounts
- Register of members and register of directors, updated to 31 March 2026
- Share transfer records and details of any allotment, transfer or transmission during the year
- Attendance records for Board meetings and general meetings held during the year
- Details of penalties or compounding of offences during the year, if any
- Active DIR-3 KYC for every director
- Valid digital signature certificates for the signatory director and the certifying professional
For LLPs
- Statement of assets and liabilities and statement of income and expenditure for FY 2025-26
- Solvency declaration signed by two designated partners
- Contribution received against contribution obligated, reconciled between Form 8 and Form 11
- Annexure of other companies and LLPs in which the partners hold directorships or partnerships
- Audit report where turnover or contribution crosses the statutory threshold
- Active DIN or DPIN for every designated partner
For foreign companies
- Financial statements of the Indian place of business
- Statement of related party transactions, repatriation of profits and transfer of funds
- Complete list of every place of business in India
- Particulars of directors and the company secretary of the foreign company
- Details of charges created on Indian assets during the year
Fees & Penalties
Fees and Additional Fees
Normal filing fees for company forms are graded by authorised share capital. LLP fees are graded by contribution. Additional fees for delay accrue separately from the normal fee and are not discretionary.
| Filing | Additional fee for delay |
|---|---|
| AOC-4, AOC-4 XBRL, MGT-7, MGT-7A | Rs 100 per day of delay, per form, with no upper limit |
| LLP Form 8 and Form 11 | A multiplier of the normal fee under the LLP (Amendment) Rules, 2022, graded by delay period, with a lower ladder for small LLPs |
| FC-3 and FC-4 | As prescribed under the Companies (Registration Offices and Fees) Rules, 2014 |
Two years of unfiled company forms attracts an additional fee measured in lakhs before any penalty under Section 92(5) or Section 137(3) is considered. The additional fee is a fee, not a penalty, and paying it does not extinguish exposure to the separate statutory penalty.
Regulatory Framework
Consequences of Non-Filing
| Consequence | Trigger | Effect |
|---|---|---|
| Additional fee | Any delay beyond the due date | Accrues daily, no cap on company forms |
| Penalty under Section 92(5) | Failure to file the annual return | Penalty on the company and on every officer in default including directors and KMPs |
| Penalty under Section 137(3) | Failure to file financial statements | Penalty on the company and on every officer in default including directors and KMPs |
| Director disqualification under Section 164(2)(a) | Failure to file financial statements or annual returns for three continuous financial years | Disqualification for five years, applying to all directorships held |
| Strike-off under Section 248 | Sustained default and inactivity | Removal of the company's name from the register |
| Practical business consequences | Any of the above | Bank facility withdrawal, failed due diligence in a fundraise or acquisition, loss of tender eligibility |
Director disqualification is the consequence most often underestimated. It does not attach only to the defaulting company. A director disqualified through one dormant entity carries that disqualification into every other company in which they hold office.
Regulatory Landscape
Annual Return Filing Compared with Other Annual Obligations
MGT-7 or MGT-7A Companies Act, 2013
Registrar of Companies
Constitution, shareholding, directors, meetings
AOC-4 series Companies Act, 2013
Registrar of Companies
Audited financial statements
Income tax return Income-tax Act, 2025
Income Tax Department
Taxable income and tax payable
GSTR-9 CGST Act, 2017
GST authorities
Annual return of outward and inward supplies (GSTR-9C is the separate reconciliation statement)
FLA return FEMA
Reserve Bank of India
Outstanding foreign investment as at 31 March
Form 11 and Form 8 LLP Act, 2008
Registrar of Companies
LLP partners, contribution, accounts and solvency
These are separate obligations under separate statutes with separate deadlines. A company that has filed its income tax return on time has not thereby satisfied its ROC obligation, and the two filings are checked independently.
Common Pitfalls
Filing Errors Seen Most Often in Practice
Certain errors recur across the annual filing season, and most of them originate months before the form is opened.
AGM date mismatch between AOC-4 and MGT-7
This is the most frequent cause of rejection. Because the annual return is processed in straight-through mode, correction is not a resubmission.
Statutory registers not maintained contemporaneously
The annual return requires shareholding as at the close of the year and every change during it. Reconstructing a year of share transfers in the week before the deadline routinely produces figures that do not tie to the audited accounts.
Lapsed DIR-3 KYC
This blocks the filing entirely and cannot be resolved on the deadline day, because reactivation carries its own fee and processing time.
Missed LLP deadlines in mixed group structures
Group structures with a mix of private limited companies, an LLP and a foreign branch frequently miss the LLP deadlines, because Form 11 falls on 30 May while the company forms fall in October and November. The LLP obligation runs on a different clock and is easy to lose in a compliance calendar built around the AGM.
Who Handles This
How IMC Supports Annual Return Filing
IMC is a member firm of Andersen Global with offices across India, the UAE and Singapore. Its India corporate secretarial practice handles annual filings for private limited companies, One Person Companies, LLPs and foreign companies with a place of business in India.
The scope of engagement covers preparation of the annual return and financial statement filings, MGT-8 certification through a practising Company Secretary where the threshold applies, maintenance and reconstruction of statutory registers, backlog regularisation including assessment of eligibility under CCFS-2026, and ongoing compliance calendar management for groups holding multiple Indian entities.
Companies operating across the India, UAE and Singapore corridor are supported by a single team, which removes the coordination gap that typically appears when each jurisdiction is handled by a separate local provider.
Request a compliance assessment
Talk to IMC's corporate secretarial team about your filing position.
FAQs
MGT-7 or MGT-7A is due within 60 days of the annual general meeting. AOC-4 is due within 30 days of the AGM for companies other than One Person Companies, and within 180 days of the close of the financial year for an OPC. Where the AGM is held on the last permissible date of 30 September 2026, the annual return falls due in late November 2026.
MGT-7A is the abridged annual return prescribed for One Person Companies and small companies. MGT-7 is the full annual return, filed by every other company. The due date is the same. The difference lies in the extent of disclosure required.
Yes. The obligation under Section 92 applies to every registered company regardless of turnover, activity or profitability. A company that wishes to stop filing must formally apply for dormant status under Section 455 or be struck off under Section 248.
No. The MCA portal blocks the filing where any director’s KYC is not current. The KYC must be regularised first, which carries its own fee and processing time, so the position should be checked well before the deadline rather than on it.
No. MGT-7 and MGT-7A are processed in straight-through mode with no resubmission facility. Every particular should be verified before submission, and correcting an error afterwards requires a separate application.
The filing is liable to be rejected. The AGM date, the due date of the AGM and any extended due date must match exactly across AOC-4, AOC-4 XBRL and the annual return for the same financial year.
Directors become disqualified under Section 164(2)(a) for a period of five years, and the disqualification applies to every directorship held, not only to the defaulting company. The company also becomes liable to strike-off proceedings under Section 248.
No. The Companies Compliance Facilitation Scheme, 2026 applies to filings under the Companies Act, including MGT-7, MGT-7A, the AOC-4 series, ADT-1, FC-3 and FC-4. LLP Form 8 and Form 11 are governed by the LLP Act and fall outside the scheme, and no LLP settlement scheme is currently in force.
MGT-15 applies only to listed public companies. Under Section 121 read with Rule 31 of the Companies (Management and Administration) Rules, 2014, a listed public company must prepare a report confirming that its AGM was convened, held and conducted as required by the Act and file it within 30 days of the conclusion of the AGM. It is separate from the annual return in Form MGT-7 and does not apply to private companies, unlisted public companies or their subsidiaries.
Yes. Section 384(2) read with Rule 7 of the Companies (Registration of Foreign Companies) Rules, 2014 requires every foreign company with a place of business in India to file Form FC-4 within 60 days of the last day of its financial year, in addition to Form FC-3 covering the accounts of its Indian operations.
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