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ROC Filing — Annual Compliance & Company Filings

Complete ROC filing services for Private Limited Companies, LLPs, OPCs, and all types of companies. Annual returns, financial statements, director changes, and more.

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What is ROC Filing?

ROC Filing refers to the mandatory submission of various forms, returns, and documents to the Registrar of Companies (ROC) under the Ministry of Corporate Affairs (MCA). Every company incorporated under the Companies Act, 2013 and every LLP registered under the LLP Act, 2008 is required to file periodic returns and event-based forms with the ROC to maintain compliance and active status.

The ROC is the authority that maintains the public record of all companies and LLPs in India. All filed documents are available on the MCA portal (mca.gov.in) for public inspection. Non-compliance with ROC filing requirements can lead to severe consequences including heavy penalties (Rs. 100 to Rs. 5 lakh), director disqualification for 5 years under Section 164(2), company strike off by the ROC, and even prosecution of directors. Timely and accurate ROC filing is therefore essential for every company and LLP.

Types of ROC Filings

Annual Return Filing (Form MGT-7 / MGT-7A): Every company registered under the Companies Act, 2013 must file an annual return with the ROC within 60 days from the date of the Annual General Meeting (AGM). Form MGT-7 is for companies with share capital, and MGT-7A is a simplified form for One Person Companies (OPC) and small companies. The annual return contains details of the company's shareholders, directors, share capital changes, indebtedness, and other key information.
Financial Statement Filing (Form AOC-4 / AOC-4 CFS): Companies must file their audited financial statements (Balance Sheet, Profit & Loss Account, Cash Flow Statement, and Notes) with the ROC within 30 days of the AGM. Form AOC-4 is for standalone financials, and AOC-4 CFS is for consolidated financial statements. Filing must include the Board's Report, Auditor's Report, and all annexures as required under the Companies Act.
Director Appointment / Resignation (Form DIR-12): Any change in the directorship of a company — appointment of a new director, resignation of an existing director, or removal of a director — must be filed with the ROC using Form DIR-12 within 30 days of the change. The filing must include the board resolution, consent of the new director (Form DIR-2), and declaration of non-disqualification.
Registered Office Change (Form INC-22): When a company changes its registered office address (within the same state and same ROC jurisdiction), Form INC-22 must be filed within 15 days of the change. For change of registered office from one state to another, Form INC-23 (application to Regional Director) is required along with a special resolution and NOC from creditors.
Share Allotment Filing (Form PAS-3): When a company allots new shares (through rights issue, private placement, preferential allotment, or bonus issue), Form PAS-3 must be filed with the ROC within 15 days of allotment along with the board/shareholders resolution, valuation report (for preferential allotment), and list of allottees. Non-filing attracts a penalty of Rs. 1,000 per day of default.
Charge Registration (Form CHG-1 / CHG-9): When a company creates a charge (mortgage, hypothecation, pledge) on its assets in favor of a lender, Form CHG-1 must be filed within 30 days. For modification of an existing charge, Form CHG-1 is filed again. For satisfaction (closure) of a charge after loan repayment, Form CHG-4 is filed. Late filing requires additional fees and condonation application.
Commencement of Business (Form INC-20A): Companies incorporated after November 2, 2018 must file a declaration of commencement of business within 180 days of incorporation. The declaration confirms that every subscriber to the MOA has paid the value of shares agreed to be taken by them, and the company has filed verification of registered office (INC-22). Without this filing, the company cannot commence business.
LLP Annual Filing (Form 8 & Form 11): Limited Liability Partnerships (LLPs) must file two annual forms: Form 8 (Statement of Account & Solvency) — due within 30 days from the end of 6 months of the financial year (October 30), and Form 11 (Annual Return) — due within 60 days from the end of the financial year (May 30). Late filing attracts penalty of Rs. 100 per day per form.
Increase in Authorized Capital (Form SH-7): When a company wants to increase its authorized share capital (the maximum capital it can issue), Form SH-7 must be filed with the ROC along with the ordinary resolution passed by shareholders, the altered MOA, and the prescribed filing fee (based on the amount of increase). The filing must be done within 30 days of passing the resolution.
Company Name Change (Form INC-24): To change the name of a company, a special resolution must be passed by shareholders, and Form INC-24 must be filed with the ROC for approval. The ROC issues a new Certificate of Incorporation with the changed name. The company must also update its name on all documents, letterheads, signboards, and with all statutory authorities (GST, PAN, TAN, banks).
Conversion of Company Type (Form INC-27): Conversion of a private company to public company, or public to private, OPC to private company, or Section 8 company — requires filing Form INC-27 with the ROC along with the special resolution, altered MOA/AOA, and other documents as prescribed. The ROC issues a fresh Certificate of Incorporation reflecting the new company type.
Winding Up & Strike Off (Form STK-2): When a company wants to close down permanently, it can apply for voluntary strike off using Form STK-2. Requirements: no business operations for 2 years, all liabilities cleared, no pending litigation, consent of 75% shareholders, and NOC from regulatory authorities. The ROC publishes a public notice and removes the company from the register after 30 days if no objections are received.

Legal Provisions for ROC Filing

Companies Act, 2013 — Section 92: Mandates every company to file its annual return (Form MGT-7) with the ROC within 60 days from the date of AGM. Non-compliance attracts a penalty of Rs. 10,000 and Rs. 100 per day for continuing default (up to Rs. 5 lakh for the company and Rs. 50,000 to Rs. 5 lakh for officers in default).
Companies Act, 2013 — Section 137: Requires filing of financial statements (Form AOC-4) with the ROC within 30 days of AGM. Late filing attracts additional fees of Rs. 100 per day of delay. If the company has not filed financial statements for 3 consecutive years, the ROC can initiate action for striking off the company.
Companies Act, 2013 — Section 403: Prescribes the fee structure for filing various forms with the ROC. Additional fees (penalty) for late filing: Rs. 100 per day for small companies/OPC, 2x normal fees for delay up to 30 days, 4x for 30-60 days, 6x for 60-90 days, and 10x for delay beyond 90 days (for other companies).
Companies Act, 2013 — Section 164(2): Directors of companies that have not filed annual returns or financial statements for 3 consecutive years become disqualified from being appointed as director in any company for 5 years. This disqualification also applies to directors of companies that have failed to repay deposits or interest.
LLP Act, 2008 — Section 34 & 35: Mandates LLPs to file Form 8 (Statement of Account & Solvency) and Form 11 (Annual Return) annually. Late filing penalty: Rs. 100 per day per form with no upper limit. LLPs that have not filed for 2 consecutive years are liable to be struck off by the ROC.
Companies (Registration Offices & Fees) Rules, 2014: Prescribes the detailed fee structure and additional fees for late filing of all ROC forms. The rules also specify the processing timelines — ROC must approve/reject most forms within 30 days of filing. STP (Straight Through Processing) forms are approved automatically upon filing.
Companies Act, 2013 — Section 12: Requires every company to have a registered office within 15 days of incorporation (30 days for verification filing INC-22). All communications and notices from the ROC are sent to the registered office address. Change of registered office must be intimated to the ROC within the prescribed timeline.
Companies Act, 2013 — Section 248: Empowers the ROC to strike off companies that have not commenced business within 1 year of incorporation, or have not been carrying on business for 2 preceding years, or have not filed financial statements/annual returns for 2 consecutive years. Struck-off companies can apply for revival within 20 years.

ROC Filing Process — Step by Step

  1. Identify the type of ROC filing required based on the event or compliance due date — annual return, financial statements, director change, etc.
  2. Prepare all supporting documents — board resolutions, shareholders resolutions, financial statements, auditor's report, consent letters, and other annexures
  3. Obtain Digital Signature Certificate (DSC) of the authorized signatory — director or company secretary who will digitally sign the form
  4. Login to the MCA V3 portal (mca.gov.in) using the company's credentials and select the appropriate form from the e-filing section
  5. Fill in all required details in the form accurately — company details, financial data, director information, share capital changes, etc.
  6. Attach all supporting documents in the prescribed format (PDF, generally not exceeding 10 MB per attachment)
  7. Pre-scrutinize the form using the MCA portal's built-in validation tool to check for errors before final submission
  8. Digitally sign the form using the DSC of the director/company secretary and the practicing professional (CA/CS/CMA) where required
  9. Pay the prescribed government filing fee online through the MCA portal (net banking, credit card, or challan)
  10. Submit the form — STP (Straight Through Processing) forms are approved instantly, while other forms are processed by the ROC within 30 days

Documents Required for ROC Filing

  • Certificate of Incorporation (COI) and Company Identification Number (CIN)
  • Memorandum of Association (MOA) and Articles of Association (AOA) — latest amended version
  • Board resolution approving the filing / transaction (certified true copy)
  • Shareholders resolution (ordinary or special as required) with attendance register
  • Audited financial statements — Balance Sheet, P&L, Cash Flow Statement, Notes to Accounts
  • Board's Report and Auditor's Report (for annual filing)
  • Digital Signature Certificate (DSC) of the authorized director and practicing professional
  • Director's DIN (Director Identification Number) and consent letter (Form DIR-2) for new appointments
  • Valuation report from a registered valuer (for share allotment, merger, or capital restructuring)
  • NOC from creditors / regulatory authorities (for registered office change, conversion, or winding up)

How it works?

01

Share company records

Provide your latest financial statements, board meeting minutes, and compliance documents.

02

Form preparation

Our CA prepares all annual ROC forms — AOC-4, MGT-7, ADT-1, and other required filings.

03

Review & verification

We verify all details, attach digital signatures, and prepare forms for submission.

04

Filing & compliance

All forms filed with MCA within due dates — receive filing acknowledgments and stay compliant.

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Frequently asked questions

ROC (Registrar of Companies) filing refers to the submission of various forms, returns, and documents to the Ministry of Corporate Affairs (MCA) as required under the Companies Act, 2013 or LLP Act, 2008. It is mandatory because: (1) It ensures transparency — filed documents are publicly available on the MCA portal, (2) It maintains the company's active status — non-filing can lead to strike off, (3) It protects directors from disqualification — 3 years of non-filing leads to director disqualification, (4) It is a legal requirement — non-compliance attracts penalties ranging from Rs. 10,000 to Rs. 5 lakh.

Late filing has serious consequences: (1) Additional fees/penalty — Rs. 100 per day for small companies/OPC, 2x to 10x normal fees for other companies depending on delay period, (2) Director disqualification — if financial statements and annual returns are not filed for 3 consecutive years, all directors become disqualified under Section 164(2) for 5 years, (3) Company strike off — ROC can initiate strike off proceedings for 2+ years of non-filing, (4) Loss of active status — company status changes to "ACTIVE-non-compliant" or "DEFAULT" on MCA portal, affecting business relationships and bank account operations.

Annual compliances: (1) Hold Board Meetings — minimum 4 per year, gap not exceeding 120 days, (2) Hold AGM — within 6 months from end of financial year (September 30), (3) File Form AOC-4 — financial statements within 30 days of AGM, (4) File Form MGT-7 — annual return within 60 days of AGM, (5) File Form ADT-1 — auditor appointment within 15 days of AGM, (6) Maintain statutory registers — members, directors, charges, contracts, (7) File income tax return by October 31 (if audit applicable). Total government fees for a small company: approximately Rs. 1,200-2,400 per year.

Government fees depend on the authorized capital: (1) Companies with authorized capital up to Rs. 1 lakh — Rs. 200 per form, (2) Rs. 1 lakh to Rs. 5 lakh — Rs. 300 per form, (3) Rs. 5 lakh to Rs. 25 lakh — Rs. 400 per form, (4) Rs. 25 lakh to Rs. 1 crore — Rs. 500 per form, (5) Above Rs. 1 crore — Rs. 600 per form. Professional fees for preparing and filing forms through Legitax start from Rs. 1,500 per form for standard filings. Annual compliance packages (all filings included) start from Rs. 5,999 for small companies.

Yes, a struck-off company can be revived by filing an application before the National Company Law Tribunal (NCLT) under Section 252 of the Companies Act, 2013. Requirements: (1) Application must be filed within 20 years of strike off, (2) File all pending annual returns and financial statements with applicable penalties, (3) Pay all outstanding government fees and penalties, (4) Demonstrate that the company was carrying on business or had a valid reason for non-filing, (5) NCLT hearing — typically 2-4 months. Our team handles the complete revival process including NCLT representation.

STP (Straight Through Processing) forms are approved automatically by the MCA system upon filing — no manual processing by ROC is required. Examples: Form AOC-4, MGT-7, DIR-12 (resignation), ADT-1. Non-STP forms require manual review and approval by the ROC office. Examples: INC-22 (registered office verification), INC-24 (name change), SH-7 (authorized capital increase). Non-STP forms typically take 15-30 working days for approval. If the ROC raises objections (resubmission required), the timeline extends further.