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ROC compliance for companies and LLPs: annual filings, penalties and director disqualification

In short: every company must hold its AGM and file its financial statements (AOC-4) and annual return (MGT-7 or MGT-7A) with the Registrar of Companies (ROC) every year; LLPs file Form 11 and Form 8. Late filing costs ₹100 per day per form with no upper limit. Three straight years of missed filings disqualify the directors for five years and can lead to the company being struck off.

Annual filings for a company

FilingWhatDue
AGMAnnual general meeting to adopt accountsWithin six months of the year end (by 30 September); the first AGM within nine months of the first year end
AOC-4Financial statementsWithin 30 days of the AGM
MGT-7 / MGT-7AAnnual return (7A for small companies and OPCs)Within 60 days of the AGM
ADT-1Auditor appointmentWithin 15 days of the AGM where the auditor is appointed
DIR-3 KYCDirector KYCBy the MCA due date; a missed KYC deactivates the DIN
MSME-1, DPT-3Dues to MSMEs over 45 days; deposits and loansHalf-yearly / yearly by 30 June

Annual filings for an LLP

  • Form 11 (annual return) by 30 May;
  • Form 8 (statement of account and solvency) by 30 October.

Penalties and ROC notices

Each late form attracts an additional fee of ₹100 per day. Beyond fees, the ROC can impose penalties on the company and each officer in default under the Companies Act, issuing a notice before adjudication. Reply to the notice, file the pending forms, and consider the compounding or adjudication route for older defaults. The MCA has run condonation and settlement schemes from time to time that reduce fees.

Director disqualification and DIN deactivation

Under Section 164(2)(a), if a company has not filed its financial statements or annual returns for any continuous three financial years, every director is disqualified for five years from being appointed to any other company, and their DIN may be deactivated. Remedies include filing all pending returns, applying to the ROC, and approaching the High Court or NCLT where the disqualification was wrongly applied, for example to a director appointed later, or where the company was struck off.

Questions people ask

What is the penalty for late ROC filing?

An additional fee of ₹100 per day per form, without a maximum, plus possible penalties on the company and officers in default.

What are the annual compliances for a private limited company?

Board meetings, the AGM, audit, AOC-4, MGT-7 or MGT-7A, ADT-1 where an auditor is appointed, director KYC, and income tax and GST filings.

Why has my DIN been deactivated?

Usually because the director KYC was not filed, or the director was disqualified because a company did not file returns for three years.

How do I remove director disqualification?

File all pending returns of the defaulting company and apply to the ROC. If the disqualification continues wrongly, the High Court or NCLT can set it aside.

Which ROC compliances does an LLP have?

Form 11 by 30 May and Form 8 by 30 October each year, an income tax return, and an audit if turnover or contribution exceeds the limits.

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This guide gives general information about the law in India as on 11 November 2026. It is not legal advice for your situation, and reading it does not create a lawyer-client relationship. Rules and limits change; please take advice on your own facts.