ROC Compliance for Indian Companies: The Annual Filing Calendar

ROC (Registrar of Companies) compliance is the set of annual filings every Indian Private Limited company and LLP must submit to the Ministry of Corporate Affairs (MCA) to stay legally in good standing. For a Pvt Ltd, the two core filings are Form AOC-4 (financial statements) and Form MGT-7 (annual return); for an LLP they are Form 11 (annual return) and Form 8 (statement of accounts and solvency). Miss them and the additional fee runs at a flat Rs 100 per day, per form, with no upper ceiling — which is why a forgotten filing is the most common way a healthy Indian entity quietly slides into penalty territory.

What is ROC compliance and why does it matter?

ROC compliance is the annual obligation, under the Companies Act, 2013 and the LLP Act, 2008, to report your entity's financials and ownership to the Registrar of Companies. It is the Indian equivalent of keeping an entity in "good standing" — proof to banks, auditors, and investors that the company is alive and current.

It is not optional, and it is not activity-based.

Even a dormant Pvt Ltd with zero revenue must file its annual return and financial statements on time. The filings confirm who owns the company, who runs it, and what its books look like — and unlike a US annual report, the penalty here compounds daily rather than in a single late fee. A company that skips these filings can see its directors disqualified, its DINs deactivated, and the entity itself struck off the register.

When is the AGM and what triggers the Pvt Ltd filing clock?

For a Private Limited company, the filing calendar is anchored to the Annual General Meeting (AGM), which must be held within six months of the financial-year end. For the standard 1 April to 31 March financial year, that means the AGM must happen on or before 30 September.

The AGM date is what starts the two filing clocks.

Once the AGM is held, Section 137 of the Companies Act, 2013 requires Form AOC-4 — the financial statements — to be filed within 30 days. Section 92 requires Form MGT-7 — the annual return — within 60 days. For a 30 September AGM, that puts AOC-4 around 30 October and MGT-7 around 29 November.

What are the LLP filing deadlines?

An LLP does not hold an AGM, so its deadlines are fixed calendar dates rather than meeting-dependent ones. Form 11, the annual return listing partners and contributions, is due by 30 May each year.

Form 8 comes later in the year.

Form 8 — the Statement of Account and Solvency — is due within 30 days from the end of six months after the financial-year close, which works out to 30 October. So an LLP's compliance year has two fixed pillars: 30 May for Form 11 and 30 October for Form 8, both filed on the MCA portal. The same Rs 100-per-day late fee applies to each.

Pvt Ltd vs LLP: the annual filing calendar at a glance

The table is the calendar most founders never assemble in one place — which is exactly why deadlines slip. Each form has its own form-type, its own portal flow on the MCA-21 system, and its own clock.

What happens if you miss a ROC deadline?

Late filing does not lock you out — it charges you, and it charges you every single day. The additional fee for late filing of AOC-4, MGT-7, Form 8, or Form 11 is a flat Rs 100 per day of delay, per form, with no upper limit.

There is no cap, so the math gets ugly fast.

A Pvt Ltd that files both AOC-4 and MGT-7 ninety days late owes Rs 9,000 on each form — Rs 18,000 in pure late fees, before any further penalty. Beyond the daily fee, persistent non-filing can trigger penalties on the company and its officers, and continued default empowers the Registrar to strike the company off the register entirely. The cleanest deadline is the one you never test — once the Rs 100/day clock starts, it does not stop until the form is filed.

A US annual report fines you once and moves on. India's ROC regime meters the penalty by the day — so the cost of forgetting is a function of how long you forget.

What about director KYC and the deposit return?

Two filings sit outside the AOC-4 / MGT-7 / Form 8 / Form 11 core but trip up founders just as often. The first is DIR-3 KYC, an annual KYC every person holding a Director Identification Number (DIN) must file by 30 September.

Skip it and your DIN goes dark.

If DIR-3 KYC is not filed by 30 September, the MCA deactivates the DIN, and reactivating it requires filing the KYC with a late fee. The second is Form DPT-3, the annual return of deposits and outstanding loans, due by 30 June for amounts outstanding as on 31 March. Neither is revenue-dependent — a company with directors and a loan on its books owes both regardless of whether it traded.

What is the StableCorp angle for founders running an Indian entity?

Here is the insight most ROC calendars skip: for a founder serving overseas clients, the ROC filing is only the on-paper half of compliance — the other half is how money actually moves into the entity, and that is where the real exposure hides. The Companies Act keeps the company alive; how you receive and convert foreign earnings is what keeps you onside with FEMA and the RBI.

Clean books start with a clean inflow.

If your Indian company earns in USD or stablecoins, every conversion needs to land with a documented purpose and a paper trail your auditor can sign off on. StableCorp provides compliant off-ramp rails — converting USDC and USDT to INR against supported RBI purpose codes (P0802, P1004, P1005, P1006, P1007, P1009, others on request) — so the money that hits your books is already documented for FEMA, not parked in a direct-wallet grey area you have to explain later. The grey area is the DIY path; the documented purpose-code off-ramp is the compliant one.

And the pricing is the wedge: StableCorp charges 1% to convert directly to INR and 1% for payroll to pay freelancers and contractors in India, versus the market's roughly 2.9% headline plus about 2% hidden FX markup — close to 5% effective. Cleaner inflow, cleaner books, and a lower fee on every conversion. See full pricing.

StableCorp also forms Indian Pvt Ltd and LLP entities (and US Wyoming LLCs or Delaware C-Corps for founders going cross-border), and can onboard an existing entity onto compliant USD and stablecoin rails. If you are weighing where to hold the parent company, see our guide on India TopCo vs US TopCo. Talk to StableCorp about running the inflow side while your CA handles the ROC calendar.

How do I make sure I never miss a ROC filing?

Frequently asked questions

Do I file ROC returns if my company had no activity?

Yes. Annual filings under the Companies Act, 2013 and LLP Act, 2008 are mandatory regardless of turnover or activity. A dormant or zero-revenue Pvt Ltd still files AOC-4 and MGT-7, and an LLP still files Form 11 and Form 8 — the Rs 100/day late fee applies to the missed form, not to whether you traded.

Is the Rs 100 per day late fee capped?

No. For AOC-4, MGT-7, Form 8, and Form 11, the additional fee is a flat Rs 100 per day of delay, per form, with no upper limit. The longer the delay, the larger the fee — and continued non-filing can lead to further penalties on the company and its officers and, ultimately, strike-off.

What is the difference between AOC-4 and MGT-7?

AOC-4 is the filing of your financial statements (balance sheet, profit and loss, and related documents), due within 30 days of the AGM under Section 137. MGT-7 is the annual return — details of shareholders, directors, and changes during the year — due within 60 days of the AGM under Section 92. Both are required; one covers the numbers, the other covers the ownership and governance picture.

This article is general information, not legal or tax advice. ROC deadlines, fees, and MCA extension circulars change — confirm the current rules at mca.gov.in and incometax.gov.in, or with a qualified Company Secretary or Chartered Accountant, before filing. As of June 2026, the figures above reflect the standing statutory deadlines and the primary sources listed below.

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