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ROC Return Filing for Private Limited Company: Forms, Due Dates and Penalties
Complete guide to ROC return filing for private limited company: which forms apply, when they are due for FY 2025-26, and what happens if you miss the deadline. Get expert help to file AOC-4 and MGT-7 correctly and on time.
Quick answer: Every private limited company registered under the Companies Act, 2013 must file two annual ROC returns each year: Form AOC-4 for financial statements, within 30 days of the AGM, and Form MGT-7 (or MGT-7A for small companies and OPCs) for the annual return, within 60 days of the AGM. For FY 2025-26, if the AGM is held on 30 September 2026, AOC-4 is due by 30 October 2026 and MGT-7 by 29 November 2026. Late filing attracts a penalty of ₹100 per day per form, with no upper cap on AOC-4.
What Is ROC Return Filing?
ROC return filing is the yearly process of submitting your company's financial statements and annual return to the Registrar of Companies (ROC) under the Ministry of Corporate Affairs (MCA). Every private limited company must do this each financial year, whether or not it did any business.
This is different from your income tax return. ROC filing goes to the MCA and reports your company's financial statements, directors, shareholding and governance details, while an income tax return goes to the Income Tax Department. If you have received a notice for a missed income tax return, see our guide on the income tax notice for not filing return in India.
Forms Required for ROC Annual Filing
| Form | Purpose | Applicability |
|---|---|---|
| AOC-4 | Filing of audited financial statements: balance sheet, profit and loss account and director's report | All private limited companies |
| MGT-7 / MGT-7A | Annual return covering shareholding, directors and share capital | MGT-7 for companies, MGT-7A for small companies and OPCs |
| ADT-1 | Appointment or reappointment of the statutory auditor | All companies, once every 5 years or on a change |
| DIR-3 KYC | Annual KYC of every director holding a DIN | Every director, every year |
| MGT-14 | Filing of board and special resolutions | As applicable, within 30 days of the resolution |
| DPT-3 | Return of deposits and outstanding loans or borrowings | Companies with unsecured loans or deposits |
| MSME-1 | Half-yearly return of outstanding dues to MSME vendors beyond 45 days | Companies with such outstanding payments |
ROC Filing Due Dates for FY 2025-26
| Compliance | Due Date | Basis |
|---|---|---|
| Annual General Meeting (AGM) | 30 September 2026 | Within 6 months of financial year end |
| ADT-1 (Auditor appointment) | 14 to 15 October 2026 | Within 15 days of the AGM |
| AOC-4 (Financial statements) | 29 to 30 October 2026 | Within 30 days of the AGM |
| MGT-7 / MGT-7A (Annual return) | 28 to 29 November 2026 | Within 60 days of the AGM |
| DIR-3 KYC (Director KYC) | 30 September 2026 | Fixed date, every year |
| DPT-3 (Deposits and loans) | 30 June 2026 | Fixed date, not linked to AGM |
Important: These dates apply where the AGM is held on 30 September 2026. If your company holds its AGM earlier, AOC-4 and MGT-7 deadlines move earlier too, since both are counted from the actual AGM date. Always confirm your company's exact dates on the MCA portal.
Penalty for Late ROC Filing
- AOC-4: ₹100 per day of delay, with no upper limit, charged to the company.
- MGT-7 / MGT-7A: ₹100 per day of delay, commonly reported with an overall cap depending on the form and case.
- Director liability: Additional fees and, in serious or repeated cases, action against directors and officers in default.
- Company status risk: Continued non-filing over multiple years can lead to the company being marked as a defaulting company or struck off by the ROC.
Because the per-day penalty has no cap on AOC-4, even a short delay can become expensive. File as soon as your financial statements are finalised.
Documents Needed for ROC Return Filing
- Audited financial statements: balance sheet, profit and loss account and cash flow statement
- Director's report and auditor's report
- List of shareholders and their shareholding pattern
- Details of directors, DIN and DIR-3 KYC status
- Board resolutions and AGM minutes
- Digital Signature Certificate (DSC) of an authorised director
- Details of any deposits, loans or MSME dues, if applicable
Step-by-Step Process to File ROC Return
- Finalise accounts: Get the financial statements prepared and audited by your Statutory Auditor.
- Hold the AGM: Approve the financial statements and director's report at the Annual General Meeting.
- Prepare AOC-4: Fill in financial statement details, attach the auditor's report and director's report, and file within 30 days of the AGM.
- Prepare MGT-7 or MGT-7A: Fill in shareholding, director and share capital details, and file within 60 days of the AGM.
- Sign digitally: Certify the forms with the Digital Signature Certificate of an authorised director, and a practising professional where required.
- Submit and track: File on the MCA portal and keep the acknowledgement (SRN) for your records.
How Setup Filing Can Help
Setup Filing has served 50,000+ customers with Company Registrations, filings and ongoing compliance. Share your company details on WhatsApp and our team will guide you on the exact forms and dates that apply to you.
Due date check
We confirm your company's AGM date and the exact AOC-4 and MGT-7 deadlines.
Form preparation
Help preparing and filing AOC-4, MGT-7 or MGT-7A and related attachments.
Full year compliance
Support for ADT-1, DIR-3 KYC, DPT-3, MGT-14 and MSME-1 as applicable.
Ongoing support
Direct WhatsApp support on +91 9818209246 until your filing is complete.
Also read our guide on what a Detailed Project Report (DPR) covers, useful if your company is applying for a loan alongside your compliance work. Explore all Setup Filing registration and compliance services.
Frequently Asked Questions About ROC Return Filing
What is ROC return filing for a private limited company?
It is the annual submission of financial statements and company return to the Registrar of Companies under the Companies Act, 2013, mainly through Form AOC-4 and Form MGT-7 or MGT-7A.
Which forms are mandatory for ROC annual filing?
Form AOC-4 for financial statements and Form MGT-7, or MGT-7A for small companies and OPCs, for the annual return are mandatory every year.
What is the due date for AOC-4 and MGT-7 for FY 2025-26?
Where the AGM is held on 30 September 2026, AOC-4 is due by 30 October 2026 and MGT-7 or MGT-7A by 29 November 2026. Dates shift if the AGM is held earlier.
Is ROC filing required even if the company has no business activity?
Yes. Every registered private limited company must file its annual ROC returns every year, even with nil turnover or a dormant status.
What is the penalty for late ROC filing?
Late filing generally attracts ₹100 per day of delay for AOC-4, with no upper cap, and a per-day penalty for MGT-7 or MGT-7A as well.
What is the difference between AOC-4 and MGT-7?
AOC-4 files the company's financial statements, while MGT-7 or MGT-7A files the annual return covering directors, shareholders and share capital.
Who needs to file MGT-7A instead of MGT-7?
Small companies and One Person Companies (OPCs) file the simplified MGT-7A form instead of the standard MGT-7.
Do directors also have annual ROC compliance?
Yes. Every director holding a DIN must complete DIR-3 KYC annually, generally by 30 September, regardless of the company's own filing dates.
What happens if ROC returns are not filed for several years?
Continued non-filing can lead to mounting penalties, the company being marked as a defaulter, and possible action to strike off the company from the ROC register.
How can I get help with my company's ROC filing?
Send your company details to Setup Filing on WhatsApp at +91 9818209246 and our team will guide you through the applicable forms and deadlines.
This page is general information and not legal or professional advice. Please confirm exact dates and requirements for your company on the MCA portal or with a practising professional.
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