Introduction
Corporate compliance in India is a statutory obligation under the Companies Act, 2013 and the Limited Liability Partnership Act, 2008. Every Private Limited Company, One Person Company, Public Company and Limited Liability Partnership is required to complete prescribed filings with the Ministry of Corporate Affairs through the MCA portal.
These obligations apply irrespective of whether the business is active, inactive, profitable or loss-making.
Failure to comply may result in additional filing fees, statutory penalties, director disqualification, DIN deactivation and possible strike-off proceedings.
This guide provides a complete and legally aligned overview of ROC filings, annual compliance requirements, timelines and penalties for the financial year 2025 to 2026.
What is ROC Compliance
ROC compliance refers to mandatory filings and disclosures that companies and LLPs must submit to maintain their legal status.
These include:
| Type of Compliance | Description |
|---|---|
| Annual filings | Financial statements and annual returns |
| Auditor-related filings | Appointment and reporting |
| Event-based filings | Changes in directors, capital, office, etc. |
| Regulatory disclosures | MSME dues, deposits and related reporting |
Compliance is required even if the entity has no business activity.
Annual Compliance for Companies
AOC-4 Filing of Financial Statements
Relevant Section: Section 137 of Companies Act, 2013
Contents include balance sheet, profit and loss account, auditor’s report and related financial disclosures.
| Particular | Requirement |
|---|---|
| Due date | Within 30 days of AGM |
| Example | AGM on 30 September 2026 leads to due date around 29 or 30 October 2026 |
| OPC | Within 180 days from end of financial year |
MGT-7 and MGT-7A Annual Return
Relevant Section: Section 92 of Companies Act, 2013
| Form | Applicable To |
|---|---|
| MGT-7 | All companies except OPC and Small Companies |
| MGT-7A | OPC and Small Companies |
| Particular | Requirement |
|---|---|
| Due date | Within 60 days of AGM |
| Contents | Shareholding, directors, registered office and corporate details |
ADT-1 Auditor Appointment
Relevant Section: Section 139
| Particular | Requirement |
|---|---|
| Due date | Within 15 days of AGM |
| Purpose | Appointment or reappointment of statutory auditor |
DPT-3 Return of Deposits
| Particular | Requirement |
|---|---|
| Due date | 30 June every year |
| Applicability | Companies with deposits or certain loans treated as deposits |
Penalties depend on the nature of default under deposit provisions and can be significant in serious cases.
DIR-3 KYC Director Compliance
| Particular | Requirement |
|---|---|
| Applicability | All DIN holders |
| Due date | As prescribed by MCA, generally 30 September |
| Penalty | INR 5,000 and DIN deactivation |
Frequency and filing mode depend on MCA notifications and system requirements.
MSME-1 Return
| Particular | Requirement |
|---|---|
| Applicability | Outstanding dues to MSMEs exceeding 45 days |
| Due dates | 30 April and 31 October |
| Nature | Half yearly compliance |
Annual Compliance for LLPs
LLP Form 11 Annual Return
| Particular | Requirement |
|---|---|
| Due date | 30 May every year |
| Contents | Partner details and contribution |
LLP Form 8 Statement of Accounts and Solvency
| Particular | Requirement |
|---|---|
| Due date | 30 October every year |
| Contents | Financial position and solvency declaration |
Audit Requirement for LLP
| Criteria | Audit Requirement |
|---|---|
| Turnover above INR 40 lakh | Audit required |
| Contribution above INR 25 lakh | Audit required |
| Below thresholds | Audit not mandatory but books must be maintained |
Company vs LLP Compliance Comparison
| Parameter | Company | LLP |
|---|---|---|
| Governing law | Companies Act, 2013 | LLP Act, 2008 |
| AGM requirement | Mandatory | Not required |
| Financial filing | AOC-4 | Form 8 |
| Annual return | MGT-7 or MGT-7A | Form 11 |
| Audit | Mandatory | Conditional |
Penalty Structure for Non Compliance
Additional Filing Fees under Section 403
| Particular | Details |
|---|---|
| Amount | INR 100 per day |
| Limit | No upper cap |
| Nature | Payable until filing is completed |
Statutory Penalties under Adjudication
| Particular | Details |
|---|---|
| Base penalty | INR 10,000 |
| Additional | INR 100 per day |
| Maximum | INR 2,00,000 for company and INR 50,000 per officer |
Other Consequences
Director Disqualification
| Condition | Impact |
|---|---|
| Non filing for 3 consecutive years | Disqualification for 5 years |
Strike Off Proceedings
ROC may initiate strike off under Section 248 if it has reasonable cause to believe the company is not carrying on business. This is not automatic and depends on regulatory assessment.
Event Based Compliance
In addition to annual filings, certain events trigger mandatory filings:
| Event | Typical Form | Timeline |
|---|---|---|
| Appointment or resignation of director | DIR forms | Within prescribed period |
| Share allotment | PAS-3 | Within 30 days |
| Change in registered office | INC forms | Within prescribed period |
| Charge creation or satisfaction | CHG-1 or CHG-4 | Within 30 days |
| Amendment of MOA or AOA | MGT-14 | Within 30 days |
Failure to comply attracts the same penalty structure as annual filings.
Compliance Calendar for FY 2025 to 2026
| Compliance | Due Date |
|---|---|
| DPT-3 | 30 June 2026 |
| LLP Form 11 | 30 May 2026 |
| DIR-3 KYC | 30 September 2026 |
| AGM | By 30 September 2026 |
| AOC-4 | Within 30 days of AGM |
| MGT-7 or MGT-7A | Within 60 days of AGM |
| LLP Form 8 | 30 October 2026 |
Common Compliance Mistakes
- Missing AGM leading to cascading delays
- Incorrect selection of forms such as MGT-7 and MGT-7A
- Ignoring applicability of DPT-3
- Non filing of DIR-3 KYC leading to DIN deactivation
- Missing event based filings
- Assuming inactive companies are exempt from compliance
Why Corporate Compliance Matters
Compliance directly impacts:
- Investor due diligence
- Bank financing approvals
- Vendor onboarding
- Legal standing of the entity
MCA records are publicly accessible and reflect the compliance status of a business.
When Should You Outsource Compliance
Outsourcing should be considered when:
- There is no internal compliance team
- Deadlines are frequently missed
- The business is scaling
- There are multiple entities or complex structures
Conclusion
Corporate compliance in India requires accurate interpretation of legal provisions, timely filings and continuous monitoring.
A structured compliance approach ensures avoidance of penalties, uninterrupted business operations and improved credibility with stakeholders.
Need Expert Corporate Compliance Support
Nine O Six Advisory specializes in corporate compliance, ROC filings, LLP compliance, compliance outsourcing and virtual CFO services for companies across India. Our team has handled complex multi-entity compliance structures and ongoing statutory management for growing businesses.
📧 support@nineosix.com
📞 +91 91722 70005 / +91 91722 70006
🌐 www.nineosix.com/contact-us
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