Every Private Limited Company and One Person Company (OPC) in India must file
specific ROC forms with the Ministry of Corporate Affairs (MCA) throughout the year. This complete guide covers all mandatory MCA forms — from incorporation
to annual returns, auditor appointment, share capital increase, change of registered
office, director changes and more — with due dates current for Tax Year 2026-27.
ROC Annual Compliance — Why It Matters
Every Private Limited Company and One Person Company (OPC) incorporated under the Companies Act, 2013 must file prescribed forms with the Registrar of Companies (ROC) under the Ministry of Corporate Affairs (MCA). Non-filing attracts heavy additional fees, director disqualification under Section 164(2) of the Companies Act, 2013, and in severe cases, striking off the company name under Section 248 .
All ROC filings are done through the MCA21 portal at mca.gov.in . Most forms attract a government fee based on the company’s authorised share capital, plus late filing fees for delay.
Note: For income tax filings, advance tax and TDS obligations that run alongside ROC compliance, read our guide on the Corporate Compliance Calendar for Tax Year 2026-27 .
Stage 1 — Incorporation Forms
SPICe+ Form (INC-32) — Company Incorporation
The SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) is the master form used to register a new Private Limited Company or OPC. It integrates: Company name reservation (Part A) Incorporation application (Part B) — DIN allotment, PAN/TAN application, MOA, AOA
Linked form: AGILE-PRO-S (INC-35): Filed along with SPICe+ to simultaneously obtain GST registration, EPFO registration, ESIC registration, a bank account and Professional Tax registration in applicable states.
INC-20A — Declaration for Commencement of Business
Purpose: A newly incorporated company with a share capital must file this declaration before it can start business operations or exercise borrowing powers.
| Item | Details |
|---|---|
| Section | Section 10A, Companies Act 2013 |
| Due Date | Within 180 days of incorporation |
| Who signs | Any one director |
| Consequence of non-filing | ROC may initiate striking off; penalty of ₹50,000 on the company and ₹1,000/day on officers in default |
This form is among the most commonly missed by newly incorporated companies.
Stage 2 — Annual Compliance Forms (Every Year)
AOC-4 — Filing of Financial Statements
Purpose: To file the company’s balance sheet, profit and loss account, directors’ report, auditor’s report and consolidated financial statements (if applicable) with the ROC.
| Item | Private Limited Company | OPC |
|---|---|---|
| Section | Section 137, Companies Act 2013 | Section 137 |
| AGM Requirement | AGM must be held within 6 months of year-end (by 30 September) | No AGM required |
| Due Date | Within 30 days of AGM (typically 30 October) | Within 180 days of close of financial year (27 September) |
| Form used | AOC-4 | AOC-4 |
| Consolidated financials | AOC-4 CFS (if company has subsidiaries) | N/A |
MGT-7 / MGT-7A — Annual Return
Purpose: To provide the ROC a snapshot of the company’s shareholders, directors, KMP and charges as at the close of the financial year.
| Item | Private Limited Company | OPC and Small Companies |
|---|---|---|
| Section | Section 92, Companies Act 2013 | Section 92 |
| Form | MGT-7 | MGT-7A (simplified) |
| Due Date | Within 60 days of AGM (typically 29 November) | Within 60 days from close of FY (30 May) |
| Certification | Signed by director + CS or practising CA/CS | Signed by director |
ADT-1 — Intimation of Auditor Appointment
Purpose: Every company must appoint a statutory auditor at its AGM and intimate the ROC of the appointment.
| Item | Details |
|---|---|
| Section | Section 139, Companies Act 2013 |
| When | Within 15 days of AGM (typically by 15 October) |
| Appointment tenure | 5 years (subject to ratification at each AGM) |
| First auditor | Appointed by Board within 30 days of incorporation; or by EGM within 90 days |
| Resignation of auditor | ADT-3 (by auditor); ADT-2 (by company to RoC in case of removal) |
DIR-3 KYC — Director KYC
Purpose: Every person who holds a DIN (Director Identification Number) must file DIR-3 KYC annually to keep the DIN active.
| Item | Details |
|---|---|
| Due Date | 30 September each year |
| Who files | Every DIN holder — not just directors in active companies |
| Consequence of non-filing | DIN marked as “Deactivated”; company cannot make any ROC filing until director KYC is updated; late fee of ₹5,000 per DIN |
| Web-based KYC | Directors who have filed in the prior year can do web-based DIR-3 KYC via OTP only |
DPT-3 — Return of Deposits and Outstanding Loans
Purpose: To declare loans/deposits received from members, directors or others that do not qualify as “deposits.”
| Item | Details |
|---|---|
| Section | Section 73/76, Companies Act 2013; Rule 16A, Deposit Rules |
| Due Date | 30 June every year |
| Scope | All companies, including those with NIL deposits |
MSME-1 — Half-Yearly Return for Outstanding Dues to MSMEs
Purpose: Companies that owe more than 45 days’ outstanding payments to MSME vendors must file this return.
| Period | Due Date |
|---|---|
| April–September | 31 October |
| October–March | 30 April |
Stage 3 — Event-Based Forms (Triggered by Specific Events)
Change of Registered Office
| Situation | Form | Section | Due Date |
|---|---|---|---|
| Within same city/town | INC-22 | Section 12 | Within 30 days of change |
| Within same state (different city/RoC jurisdiction) | INC-23 + INC-22 | Section 13 | Apply to Regional Director first |
| From one state to another | INC-23 (Regional Director) + INC-28 (court order) + INC-22 | Section 13 | Regional Director order required |
Practically , most registered office changes within the same RoC jurisdiction require only INC-22 filed within 30 days of the Board resolution authorising the change.
Increase in Authorised Share Capital
When a company wants to increase its authorised share capital (the maximum capital ceiling in the Memorandum of Association):
| Form | Purpose | Section | Due Date |
|---|---|---|---|
| MGT-14 | File Ordinary Resolution passed by shareholders in general meeting | Section 179 | Within 30 days of passing the resolution |
| SH-7 | Intimation of alteration of share capital to RoC | Section 64 | Within 30 days of passing the resolution |
After increasing authorised capital, if you want to issue new shares (increase paid-up capital), you need to pass a board resolution for allotment and file PAS-3 (Return of Allotment) within 30 days of allotment.
Return of Allotment — PAS-3
| Form | Purpose | Section | Due Date |
|---|---|---|---|
| PAS – 3 | Return of allotment of new shares (rights issue, private placement, bonus shares) | Section 39 | Within 30 days of allotment |
Changes in Directors (Admission / Exit of Director)
The equivalent of “admission of a partner” in a Private Limited Company context is the appointment of a new director + allotment of shares . Similarly, “retirement of a partner” is the resignation/removal of a director + transfer of shares .
| Form | Purpose | Section | Due Date |
|---|---|---|---|
| DIR-12 | Change in directors/KMP — appointment, resignation, removal | Section 168 | Within 30 days of change |
| DIR-11 | Director’s own notice of resignation to RoC | Section 168 | Within 30 days of resignation |
| MGT-14 | Board/shareholder resolution for director appointment/removal | Section 179 | Within 30 days of resolution |
For Private Limited Companies, share transfer (retirement of a shareholder-director) does not require a separate ROC form unless the Articles restrict transfers — but the share transfer instrument must be stamped and recorded in the Share Transfer Register.
Creation and Satisfaction of Charges (for Companies with Loans)
| Form | Purpose | Section | Due Date |
|---|---|---|---|
| CHG-1 | Creation or modification of charge (bank loan secured on assets) | Section 77 | Within 30 days of creation (extendable to 60 days) |
| CHG-4 | Satisfaction/closure of charge | Section 82 | Within 30 days of satisfaction |
| CHG-9 | Creation of charge on debentures | Section 77 | Within 30 days |
Late filing of CHG-1 beyond 30 days attracts substantial additional fees, and the bank’s security interest may become unenforceable against third parties if not registered.
Summary — Most Commonly Filed Forms
| Form | Event | Frequency | Typical Deadline |
|---|---|---|---|
| INC-20A | Commencement of business | Once (at start) | Within 180 days of incorporation |
| AOC-4 | Annual financial statements | Annual | 30 October (Pvt Ltd); 27 September (OPC) |
| MGT-7 / MGT-7A | Annual return | Annual | 29 November (Pvt Ltd); 30 May (OPC) |
| ADT-1 | Auditor appointment | Annual | 15 October (Pvt Ltd) |
| DIR-3 KYC | Director KYC | Annual | 30 September |
| DPT-3 | Deposit/loan return | Annual | 30 June |
| MSME-1 | MSME dues | Half-yearly | 30 April; 31 October |
| MGT-14 | Board/shareholder resolutions | Event-based | Within 30 days of resolution |
| DIR-12 | Director change | Event-based | Within 30 days of change |
| SH-7 | Share capital increase | Event-based | Within 30 days of resolution |
| PAS-3 | Share allotment | Event-based | Within 30 days of allotment |
| INC-22 | Change of office | Event-based | Within 30 days of change |
| CHG-1 | Charge creation | Event-based | Within 30 days of creation |
Late Filing Fees and Penalties
The MCA charges additional fees for late filing based on duration of delay:
| Delay Period | Additional Fee |
|---|---|
| Up to 15 days | 1× normal fee |
| 15–30 days | 2× normal fee |
| 30 days–3 months | 4× normal fee |
| 3–6 months | 6× normal fee |
| Beyond 6 months | 12× normal fee |
Directors of companies that have not filed annual returns for 3 or more continuous financial years are disqualified under Section 164(2) and cannot be appointed as director in any company for 5 years.
One Person Company (OPC) — Key Differences from Private Limited Company
| Parameter | Private Limited Company | OPC |
|---|---|---|
| AGM | Mandatory; within 6 months of year-end | Not required |
| Annual Return | MGT-7; 60 days from AGM | MGT-7A; 60 days from close of FY |
| Financial Statements | AOC-4; 30 days from AGM | AOC-4; 180 days from close of FY |
| Directors | Minimum 2 | Minimum 1 (nominee director required) |
| Conversion | Can convert to Pvt Ltd when turnover/paid-up crosses threshold | Must convert to Pvt Ltd if turnover exceeds ₹2 crore or paid-up exceeds ₹50 lakh |
| Nominee | Not required | Mandatory ; filed via INC-3 at incorporation |
Practical Action Plan for Newly Incorporated Companies
- Immediately after incorporation — File INC-20A within 180 days. Open a bank account and deposit the initial share capital from promoters’ personal accounts.
- Within 30 days of incorporation — Board must appoint the first auditor (no ADT-1 required for first auditor, but appointment must be minuted).
- By 30 September every year — File DIR-3 KYC for all directors.
- By 30 June every year — File DPT-3 .
- By 30 September — Hold AGM (for Private Ltd).
- By 15 October — File ADT-1 .
- By 30 October — File AOC-4 .
- By 29 November — File MGT-7 .
- Every event — File within 30 days to avoid heavy late fees.
For ongoing compliance, tax filings and professional representation before the ROC and income tax authorities, working with a Company Secretary (CS) and Chartered Accountant (CA) is strongly recommended.
The information provided on this website is for general guidance and informational purposes only
and does not constitute professional accounting, tax, or legal advice. For expert guidance tailored to
your specific financial situation, please consult Thammana & Associates, Chartered Accountants.