A private limited company carries the same compliance load whether it earns crores or sits dormant, and late fees on the main forms run on a daily clock. This checklist lists every recurring filing, the FY 2025-26 due dates, what changes for a small company, and what each delay costs.
If you would rather hand it over, our annual ROC filing and MCA compliance services cover the full year.
Quick answers
| Quick answer | Key point |
|---|---|
| Two main annual filings? | AOC-4 (financial statements) and MGT-7 or MGT-7A (annual return) with the ROC. |
| AGM deadline for FY 2025-26? | 30 September 2026 (nine months from year end for the first AGM). |
| AOC-4 and MGT-7 due? | Within 30 and 60 days of the AGM: 30 October 2026 and 29 November 2026 for a 30 September AGM. |
| Late fee? | ₹100 per day per form for AOC-4 and MGT-7, with no upper cap. |
| DIR-3 KYC? | Not annual. Once every three financial years by 30 June; next due 30 June 2028 for compliant directors. |
| Small company? | Paid-up capital up to ₹10 crore and turnover up to ₹100 crore. It files MGT-7A and holds fewer board meetings. |
What annual compliance means, and which two Acts impose it
Annual compliance is the set of meetings and filings a private limited company must complete every year, whatever its turnover or activity. It comes from two laws: the Companies Act, 2013, which governs the meetings, the audit and the ROC filings, and the income tax law, which governs the company's tax return.
The obligations start from the year of incorporation. A company with no revenue still holds meetings, gets its accounts audited and files with the Registrar of Companies.
The compliance calendar for FY 2025-26
| Compliance | Form | Rule | FY 2025-26 date |
|---|---|---|---|
| Return of deposits and loans | DPT-3 | By 30 June | 30 June 2026 |
| Annual General Meeting | None | Within six months of year end (s.96) | 30 September 2026 |
| Auditor appointment or reappointment | ADT-1 | Within 15 days of the AGM (s.139(1)) | 15 October 2026 |
| Financial statements | AOC-4 | Within 30 days of the AGM (s.137) | 30 October 2026 |
| Annual return | MGT-7 or MGT-7A | Within 60 days of the AGM (s.92(4)) | 29 November 2026 |
| Income tax return | ITR-6 | Company due date | 31 October 2026 |
| MSME dues return | MSME-1 | Half-yearly | 30 April and 31 October |
The dates assume a 31 March year end and an AGM on 30 September 2026. The AGM is the anchor: a later AGM date moves ADT-1, AOC-4 and MGT-7 with it, and a missed AGM makes all three late. An OPC holds no AGM, files AOC-4 within 180 days of the year end (27 September 2026) and files MGT-7A. See OPC annual compliance.
Are you a small company? It changes this list
A small company is a private company with paid-up capital up to ₹10 crore and turnover up to ₹100 crore (G.S.R. 880(E), 1 December 2025). Public, holding, subsidiary, Section 8 and special Act companies cannot be small companies.
- Files the shorter annual return, MGT-7A, instead of MGT-7.
- No cash flow statement in the financial statements.
- Board meetings: at least one in each half of the calendar year, with at least 90 days between them, instead of four a year.
- Lower penalties for many defaults under section 446B.
One-time, annual and event-based: what belongs where
| Type | Filings | When |
|---|---|---|
| One-time | First auditor and ADT-1, INC-20A | After incorporation (INC-20A within 180 days) |
| Annual | AGM, AOC-4, MGT-7 or MGT-7A, ADT-1 on reappointment, DPT-3, ITR-6 | Every financial year |
| Half-yearly | MSME-1 | By 30 April and 31 October |
| Once every three years | DIR-3 KYC | By 30 June |
| Event-based | DIR-12, SH-7, INC-22, PAS-3, MGT-14 | When the event occurs |
INC-20A is a one-time filing but it sits at the start of this list for a reason. If it is not filed within 180 days of incorporation, the company pays ₹50,000 and each officer in default ₹1,000 per day, up to ₹1,00,000, and the company cannot commence business or borrow until it files.
Appointing and re-appointing the auditor
ADT-1 appears in two different situations, and both are correct. See our auditor appointment service for either.
First auditor: within 30 days of incorporation
The board appoints the first auditor within 30 days of incorporation. That auditor holds office until the end of the first AGM. If the board misses the 30 days, it must inform the members, who appoint the auditor within 90 days.
Re-appointment: ADT-1 within 15 days of the AGM
At the first AGM, the members appoint an auditor for five years. ADT-1 is filed within 15 days of the meeting, which is 15 October 2026 for a 30 September AGM. Replacing an auditor midway is a separate process: see change in auditor.
Board meetings and the AGM
A private limited company must hold at least four board meetings a year, with no more than 120 days between two meetings. A small company or OPC may instead hold one in each half of the calendar year, at least 90 days apart.
The AGM must be held within six months of the financial year end, so by 30 September 2026 for FY 2025-26. A company's first AGM can be held within nine months of the end of its first financial year.
Statutory audit
Every company, whatever its size or turnover, must have its accounts audited by a Chartered Accountant before filing AOC-4. The audited statements and the board's report form the core of the annual filing. A company that also crosses the income tax audit limits needs a separate tax audit.
AOC-4 and MGT-7: who signs and what goes in
- AOC-4 carries the audited financial statements, the auditor's report and the board's report. It is signed with the directors' DSCs and certified by a practising professional. AOC-4 XBRL and AOC-4 CFS apply to prescribed classes and to companies with subsidiaries, associates or joint ventures.
- MGT-7 is the annual return: shareholders, directors, key managerial personnel, meetings and changes during the year. It is signed by a director and the company secretary, or by a practising CS where the company has no company secretary. For small companies and OPCs, a director can sign where there is no company secretary.
- MGT-8 is a certificate from a practising CS attached to MGT-7 by prescribed classes of companies.
- Reconcile before you upload. The numbers in AOC-4 must match the audited financial statements, and the shareholding in MGT-7 must match your registers and the balance sheet.
The forms founders forget
DPT-3 by 30 June
DPT-3 is the return of deposits and of money received that is not treated as a deposit, such as loans from directors. It is due by 30 June every year. See our DPT-3 guide for FY 2025-26.
MSME-1 by 30 April and 31 October
MSME-1 is a half-yearly return of dues to micro and small enterprise suppliers outstanding for more than 45 days, where applicable. It is due by 30 April for October to March and by 31 October for April to September.
MGT-14 for special resolutions
Special resolutions must be filed with the ROC in MGT-14. The two that most often catch small companies are approval of an ESOP scheme (see ESOP scheme drafting) and changes to borrowing limits.
CSR-2, if section 135 applied last year
A company that crossed the section 135 CSR thresholds in the previous financial year must file CSR-2 with its CSR details. It is easy to miss in the first year the thresholds apply.
DIR-3 KYC: once every three financial years, by 30 June
There is no government fee if you file on time. A late filing costs ₹5,000, and recording a change of mobile number, email or residential address costs ₹500 (G.S.R. 300(E), 21 April 2026). A change must be reported within 30 days, and that update does not reset the three-year cycle.
If KYC is missed, the DIN is deactivated. A deactivated DIN cannot sign any MCA form, which blocks every other filing that needs that director's signature. Reactivation costs ₹5,000: see DIN activation. Our director KYC service tracks the date for each director, and the full rules are in our DIR-3 KYC guide.
Income tax: ITR-6 and which Act applies to which year
A company files ITR-6. For FY 2025-26 (AY 2026-27) the return is filed under the Income-tax Act, 1961, and the due date is 31 October 2026. From Tax Year 2026-27, the return falls under the Income-tax Act, 2025, in force since 1 April 2026.
The ROC filings and the tax return are separate, but the figures in AOC-4 should match the financial statements used for the return. For background, see the tax year concept and the Income-tax Act, 2025 explained.
What late filing costs
Fees. Each form carries a normal filing fee based on authorised capital. Late filing adds an additional fee on top.
| Authorised capital | Normal fee per form |
|---|---|
| Less than ₹1,00,000 | ₹200 |
| ₹1,00,000 to less than ₹5,00,000 | ₹300 |
| ₹5,00,000 to less than ₹25,00,000 | ₹400 |
| ₹25,00,000 to less than ₹1,00,00,000 | ₹500 |
| ₹1,00,00,000 and above | ₹600 |
| Company without share capital | ₹200 |
- AOC-4 (including XBRL and CFS), MGT-7 and MGT-7A: additional fee of ₹100 per day per form, with no upper limit. AOC-4 filed 60 days late adds ₹6,000; a year's delay on both AOC-4 and MGT-7 adds ₹73,000.
- ADT-1: the additional fee is a multiple of the normal fee, from 1x for a delay of up to 15 days rising to 12x for more than 180 days.
Penalties. Separately from these fees, the ROC can impose penalties on the company and its officers for the default itself. Those are adjudicated case by case.
Three years of default: section 164(2) disqualification and strike-off
If a company fails to file its financial statements or annual returns for a continuous period of three financial years, its directors are disqualified under section 164(2). A disqualified director cannot be reappointed in that company or appointed in any other company for five years.
Continued default also exposes the company to strike-off: the ROC can start proceedings to remove its name from the register under section 248.
A company that has genuinely stopped trading has a lighter route than skipping filings: it can apply for dormant status under section 455. Otherwise, a nil-activity company files like any other.
If you are already behind
The Companies Compliance Facilitation Scheme 2026 (CCFS-2026), which reduced the additional fees on pending forms, has closed. The route now is to file the pending AOC-4 and MGT-7 forms, oldest year first, each with its normal fee and the full additional fee.
If directors are close to the three-year disqualification line, file the oldest years first. If the company has no future, closure of a private limited company may be the cleaner option, but the pending filings still need to be addressed.
Common mistakes
- Assuming a dormant company is exempt. Fees accrue anyway. File even with nil activity, or apply for dormant status under section 455.
- Missing the AGM. Every AGM-linked deadline (ADT-1, AOC-4, MGT-7) slips with it.
- Late first auditor appointment. Missing the 30-day window brings the members and the ROC into it, with penalties.
- Skipping ADT-1 after the AGM. The auditor appointment is not on record. File within 15 days.
- AOC-4 figures that do not tie to the audited financials. Reconcile to the rupee before upload.
- Forgetting MGT-14, DPT-3, MSME-1 or CSR-2. These sit outside the AGM cycle and are the ones most often missed.
- Treating DIR-3 KYC as annual, or missing the 30 June date. It is once every three years now, but a missed date still deactivates the DIN and freezes the director's signature.
- Skipping INC-20A. ₹50,000 on the company and ₹1,000 per day on officers, up to ₹1,00,000.
Key takeaways
- Every private limited company files AOC-4 and MGT-7 or MGT-7A each year, even with no income.
- For FY 2025-26: AGM by 30 September, ADT-1 by 15 October, AOC-4 by 30 October and MGT-7 by 29 November 2026.
- DPT-3 is due by 30 June; MSME-1 by 30 April and 31 October.
- DIR-3 KYC is once every three financial years by 30 June, next due 30 June 2028.
- Late AOC-4 and MGT-7 cost ₹100 per day per form with no cap, and CCFS-2026 has closed.
- Three continuous years of default disqualifies directors under section 164(2).
Stay ahead of every deadline
The daily fee makes ROC compliance expensive to ignore, but it is manageable with a calendar and someone watching it. Regikart manages annual filings end to end through our ROC compliance retainer. Call or WhatsApp +91 70444 94804, or contact us.
Frequently asked questions
What is the annual compliance for a private limited company?
Board meetings and an AGM, a statutory audit, and filing AOC-4, MGT-7 or MGT-7A, ADT-1 and DPT-3 with the ROC each year, plus MSME-1 twice a year where applicable and the company's ITR-6. DIR-3 KYC is due once every three financial years, not annually.
When are AOC-4 and MGT-7 due for FY 2025-26?
AOC-4 within 30 days of the AGM and MGT-7 or MGT-7A within 60 days. For an AGM on 30 September 2026, that is 30 October 2026 and 29 November 2026.
What is the penalty for late ROC filing?
An additional fee of ₹100 per day per form for AOC-4 and MGT-7, with no upper limit, on top of the normal fee. ADT-1's additional fee is a multiple of the normal fee. The ROC can also impose separate penalties on the company and its officers.
When is DIR-3 KYC due?
Once every three financial years by 30 June, from 31 March 2026. Directors already compliant are next due by 30 June 2028. Filing on time is free; a late filing or DIN reactivation costs ₹5,000.
What is a small company and how does it change compliance?
A private company with paid-up capital up to ₹10 crore and turnover up to ₹100 crore. It files MGT-7A, needs no cash flow statement, can hold two board meetings a year and faces lower penalties under section 446B. Holding, subsidiary and Section 8 companies cannot qualify.
Kya bina business wali company ko bhi compliance karni padti hai?
Haan. Dormant ya zero-revenue company ko bhi audit karwana hota hai aur AOC-4 aur MGT-7 file karne hote hain. Late hone par ₹100 roz ka additional fee lagta hai. Halka route sirf section 455 ke under dormant status hai, jiske liye alag application deni hoti hai.
When must the first auditor be appointed?
By the board, within 30 days of incorporation. The first auditor holds office until the first AGM, where the members appoint an auditor for five years and ADT-1 is filed within 15 days.
What is DPT-3?
A return of deposits and of money received that is not treated as a deposit, such as loans from directors. It is due by 30 June every year.
Which ITR form does a private limited company file?
ITR-6. For FY 2025-26 it is filed under the Income-tax Act, 1961, due 31 October 2026. From Tax Year 2026-27 the Income-tax Act, 2025 applies.
Is CCFS-2026 still open?
No. The scheme that reduced additional fees on pending forms has closed. Pending AOC-4 and MGT-7 forms can still be filed, oldest year first, with the full additional fee.
What happens if compliance is ignored for years?
Additional fees keep growing, directors are disqualified under section 164(2) after three continuous years of default, and the ROC can strike the company off under section 248.
About the author
Regikart CS Team
Company Secretaries at Regikart. Want to discuss this in the context of your business?
