Annual ROC compliance for companies and LLPs
The yearly Registrar of Companies filings an incorporated business must make, beyond income tax and GST
Incorporating as a company or LLP adds a separate annual compliance calendar with the Registrar of Companies (ROC), on top of income tax and GST. A company files its financial statements (AOC-4) within 30 days of its AGM and its annual return (MGT-7, or the abridged MGT-7A for small companies and OPCs) within 60 days, and every director files DIN KYC by 30 September. An LLP files Form 8 (statement of account and solvency) by 30 October and Form 11 (annual return) by 30 May. Several event or threshold-based filings also catch companies out: DPT-3 (loans and deposits, by 30 June), MSME-1 (delayed micro and small supplier dues, half-yearly), BEN-2 (significant beneficial owners) and the CSR filings. Most of these carry a penalty of Rs 100 per day with no cap, so the dates genuinely matter.
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The core annual returns (AOC-4, MGT-7, LLP forms)
A company files two core annual returns with the ROC. AOC-4 contains the financial statements (balance sheet, profit and loss, board's report, auditor's report, and CARO 2020 where applicable, though small and many private companies are exempt from CARO), filed within 30 days of the AGM (an OPC has 180 days from the financial-year end). MGT-7 is the annual return (shareholders, directors, capital, meetings), filed within 60 days of the AGM; small companies and OPCs file the abridged MGT-7A. A company-secretary certification is required on MGT-7 where paid-up capital is Rs 10 crore or more or turnover is Rs 50 crore or more. An LLP files Form 8 (statement of account and solvency) by 30 October and Form 11 (annual return) by 30 May.
Director compliance: DIN KYC and board meetings
Every person holding a Director Identification Number (DIN) as on 31 March must complete DIN KYC by 30 September each year, either via the simple KYC-Web (no change, no fee) or the e-form DIR-3 KYC (where contact details change). Miss it and the DIN is deactivated, costing Rs 5,000 to reactivate, and blocking every filing the director needs to sign. Directors also file consent (DIR-2), non-disqualification (DIR-8), appointment or cessation (DIR-12, within 30 days) and resignation (DIR-11), and disclose their interests (MBP-1) at the first board meeting of the year. A company must hold at least four board meetings a year with no more than 120 days between them (reduced for small companies, OPCs and dormant companies).
warningFile your DIN KYC by 30 September every year. Miss it and your DIN deactivates, costing Rs 5,000 to revive, and it blocks every company filing you need to sign until restored.
The special filings that catch companies out
Beyond the annual returns, four filings trip companies up. DPT-3 reports loans and deposits (the position at 31 March) by 30 June, and is required even for exempt loans. MSME-1 reports dues to micro and small suppliers outstanding beyond 45 days, half-yearly (by 31 October for April-September and 30 April for October-March), and is required even if cleared before the period end. BEN-2 reports a significant beneficial owner (broadly 10% or more) within 30 days of receiving the BEN-1 declaration. And CSR applies where, in the preceding year, net worth was Rs 500 crore or more, turnover Rs 1,000 crore or more, or net profit Rs 5 crore or more, requiring a spend of 2% of the average of the last three years' net profit, with CSR-2 reporting; unspent amounts must be parked or transferred per the rules. Note that, separately, Section 43B(h) of the Income-tax Act allows a deduction for payment to a registered micro or small supplier only when paid within the MSMED timeline.
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Calculators
Source / notes
- Companies Act 2013 s.137 (AOC-4) + s.92 (MGT-7/7A) + s.143 (audit/CARO) + s.173 (board meetings)
- Companies Act 2013 s.73 (DPT-3) + s.90 (BEN-2) + s.135 (CSR); Rule 12A (DIR-3 KYC)
- LLP Act 2008 (Form 8 + Form 11); MSME-1 (delayed-payment); Income-tax Act 1961 s.43B(h)
Frequently asked questions
What must a private limited company file with the ROC each year?+
Two core returns: AOC-4 (the financial statements) within 30 days of the AGM, and MGT-7 (the annual return), or the abridged MGT-7A for small companies and OPCs, within 60 days. On top of that, DIN KYC for each director by 30 September, board meetings (at least four a year, max 120 days apart), and the special filings (DPT-3, MSME-1, BEN-2, CSR) where they apply. Most carry a Rs 100-a-day penalty with no cap.
What does an LLP have to file annually?+
Two forms with the ROC: Form 8 (the statement of account and solvency) by 30 October, and Form 11 (the annual return) by 30 May. LLP partners with a DIN also complete DIN KYC by 30 September. LLPs have lighter compliance than companies (no AGM, fewer board formalities), but the Form 8 and Form 11 deadlines carry the same Rs 100-a-day, no-cap late fee.
What happens if I miss an ROC filing deadline?+
Most company and LLP ROC filings (AOC-4, MGT-7, Form 8, Form 11) carry an additional fee of Rs 100 per day with no upper cap, so a long delay becomes very expensive, plus penalties on the company and officers in default and possible prosecution. Missing DIN KYC deactivates the director's DIN (Rs 5,000 to reactivate) and blocks every filing they need to sign. The dates genuinely matter.
What are DPT-3, MSME-1 and BEN-2?+
Three filings that catch companies out. DPT-3 reports loans and deposits as at 31 March, due by 30 June (even exempt loans). MSME-1 reports dues to micro and small suppliers outstanding beyond 45 days, half-yearly. BEN-2 reports a significant beneficial owner (broadly a 10%-or-more ultimate owner) within 30 days of the BEN-1 declaration. They are easy to overlook because they are not the headline annual returns, but they are mandatory where applicable.
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