Quick answer
What is ROC compliance for a company or LLP?
ROC compliance means filing your company's or LLP's yearly returns with the Registrar of Companies on the MCA portal. A private limited company files AOC-4 within 30 days and MGT-7 within 60 days of its AGM. An LLP files Form 11 by 30 May and Form 8 by 30 October.
- Applies even to companies with zero revenue
- AOC-4 within 30 days of the AGM
- MGT-7 within 60 days of the AGM
- LLP Form 11 by 30 May, Form 8 by 30 October
- DIR-3 KYC now once every three financial years
What is ROC compliance and who needs it?
Every company and LLP registered under the Companies Act or the LLP Act must report to the Registrar of Companies once a year, and also whenever certain events happen, such as a change of director or registered office. Trading status does not matter: a dormant company with no bank activity still owes its annual return.
In Delhi, three groups ask us about ROC work most often:
- First-year companies that registered through SPICe+ and now face their first AGM, auditor appointment and annual filings.
- LLPs that assumed an LLP has no filings because it has no shareholders. It has two forms every year.
- Companies with a backlog, where a founder stopped filing after the business slowed and now needs to regularise before closing, raising money or opening a new bank account.
If you have not yet registered, our page on private limited company registration explains SPICe+ and the post-incorporation steps.
What is the ROC annual filing calendar for a private limited company?
A private limited company's annual ROC filing is driven by the date of its annual general meeting: financial statements in AOC-4 go within 30 days of the AGM and the annual return in MGT-7 within 60 days. Director KYC and the income tax return run on their own dates.
The table below sets out the cycle for the financial year that ended on 31 March 2026. Hold the AGM first, then count forward.
| Filing or event | What it covers | Due date |
|---|---|---|
| Board meeting to approve accounts | Board approves audited financial statements and the directors' report | Before the AGM notice is sent |
| Annual general meeting (AGM) | Shareholders adopt accounts and deal with auditor matters | Sets the clock for AOC-4 and MGT-7 |
| AOC-4 | Financial statements filed with the ROC | Within 30 days of the AGM |
| MGT-7 | Annual return: shareholding, directors, meetings | Within 60 days of the AGM |
| DIR-3 KYC | KYC of each director holding a DIN | 30 June, once every three financial years |
| Income tax return (audit case) | Company ITR for AY 2026-27 | 21 November 2026 (extended by CBDT Circular 07/2026) |
Sources: AOC-4 and MGT-7 timelines as reported by LegalWiz; DIR-3 KYC per ICAI CLCGC; ITR date per CBDT Circular 07/2026. Checked October 2026.
Need help with ROC annual filing and compliance? Talk to a chartered accountant in Delhi today. First call is free.
What does annual compliance for a private limited company include?
Annual compliance for a private limited company covers more than two forms. It includes keeping statutory registers, holding board meetings, getting the accounts audited by a practising chartered accountant, holding the AGM, and then filing AOC-4, MGT-7 and any event-based forms with the ROC.
Board meetings and minutes
Directors meet during the year to approve accounts, take note of disclosures and pass resolutions. Minutes are kept in the company's records. Lenders, investors and auditors ask to see them, so a minutes book that is two years behind becomes a problem quickly.
Auditor appointment
Every company needs a statutory auditor, and the appointment is reported to the ROC on form ADT-1. The audit itself is work reserved for practising chartered accountants, so it cannot be bought from a filing platform. Our statutory audit guide explains what the auditor checks and how to choose one.
The AGM
The AGM is where shareholders adopt the audited accounts. Its date matters because AOC-4 and MGT-7 are counted from it. A meeting held late pushes every later filing into late-fee territory.
Other returns that may apply
Depending on the company's position, it may also need DPT-3 (a return on money received that is or is not treated as a deposit) and MSME-1 (reporting dues to micro and small suppliers). We check these against the balance sheet each year rather than filing them by habit.
What is LLP annual filing and when is it due?
LLP annual filing means two forms each year: Form 11, the annual return, within 60 days of the financial year end (30 May), and Form 8, the statement of account and solvency, within 30 days after six months from year end (30 October). Both apply even if the LLP earned nothing.
| Form | What it covers | Due date |
|---|---|---|
| Form 11 | Annual return: partners, contribution, changes during the year | 30 May 2026 |
| Form 8 | Statement of account and solvency, signed by designated partners | 30 October 2026 |
| Form 3 | LLP agreement and its changes (new LLPs) | Within 30 days of incorporation |
| DIR-3 KYC | KYC of designated partners holding a DIN | 30 June, once every three financial years |
Sources: MCA Form 11 page; MCA Form 8 instruction kit; Form 3 timing as reported by LegalWiz. Checked October 2026.
How has DIR-3 KYC changed in 2026?
From 31 March 2026, directors file DIR-3 KYC once every three financial years, due 30 June, instead of every year. Any change to the mobile number, email or address must be updated as and when it happens. The change came through G.S.R. 943(E) dated 31 December 2025.
Many compliance calendars online still show an annual KYC due in September. Plan on the new cycle, but keep each director's contact details current, because a stale phone number can block OTP-based filings. Our page on DIR-3 KYC covers the old and new rules side by side, along with the deactivation risk.
Which documents are needed for ROC annual filing?
For ROC annual filing you need the signed audited accounts, the directors' report, the auditor's report, AGM and board minutes, the shareholding list as at year end, and valid digital signature certificates (DSCs) for the signing directors. LLPs need the statement of account and partner contribution details.
| Document | Company | LLP |
|---|---|---|
| Audited balance sheet and profit and loss account | Yes | Statement of account for Form 8 |
| Auditor's report | Yes | Where the LLP is audited |
| Directors' report | Yes | Not applicable |
| Board and AGM minutes | Yes | Partner resolutions where relevant |
| Shareholder or partner list with holdings or contribution | Yes | Yes |
| Valid DSC of signing director or designated partner | Yes | Yes |
| Details of loans, deposits and supplier dues | Yes, for DPT-3 and MSME-1 checks | As relevant |
Checklist prepared by CA in Delhi from the filing requirements above, October 2026.
How we handle ROC annual filing: step by step
We work backwards from the AGM date so each filing lands inside its window. A typical year for a small Delhi company runs like this:
- 1
Compliance check
We pull the company's master data from the MCA portal and list every pending form, director KYC status and past filing.
- 2
Books closed
Your accountant or ours closes the books for the year and hands them to the statutory auditor.
- 3
Audit and board meeting
The practising CA auditor signs the report; the board approves the accounts and the directors' report.
- 4
AGM
Shareholders adopt the accounts. We draft the notice and minutes.
- 5
AOC-4 and MGT-7
We prepare both forms, get DSC signatures and file inside the 30-day and 60-day windows.
- 6
Event forms and reminders
Any auditor, director or office change goes on record, and we set reminders for next year's dates.
What are the penalties for late ROC filing?
Late AOC-4 and MGT-7 filings attract an additional fee that secondary sources put at ₹100 per day for each form, with no upper cap in their reading. Check the current MCA fee rules before relying on that figure.
The ₹100 per day figure is reported by compliance platforms such as IndiaFilings and LegalWiz. We could not confirm it against MCA's own fee table, so treat it as indicative and confirm the exact fee on the MCA portal at the time of filing.
For LLPs, sources conflict. Several sites quote ₹100 per day, while MCA's FAQs on condonation of delay describe fees as multiples of the normal filing fee. A late Form 8 or Form 11 should be filed as soon as possible either way, because the cost grows with time.
Online platforms advertise ROC annual filing packages from about ₹1,999 plus government fees (seen October 2026). We do not publish a rate: each company gets a written fixed quote once we have seen how many years and forms are pending.
Who handles ROC compliance at CA in Delhi?
Companies registered in Delhi file with ROC Delhi, but everything is filed online, so you do not need to visit the Registrar's office. Our team at Netaji Subhash Place coordinates the work with the listed firms in our directory.
- Moneymji lists ROC compliance and accounting in its compliance practice and suits start-ups that want filings bundled with monthly bookkeeping.
- Khubchandani & Co. Chartered Accountants supports company formation and ongoing corporate compliance; the firm states its CAs have more than 35 years of experience.
- Greenwolf Advisors handles regulatory filings and entity governance for groups with several entities or cross-border shareholders.
To compare these and other options, see our list of chartered accountant firms in Delhi. Founders based in North West Delhi can also read about our office at Netaji Subhash Place.
Frequently asked questions
What is ROC annual filing?
ROC annual filing is the yearly submission of a company's financial statements (AOC-4) and annual return (MGT-7) to the Registrar of Companies through the MCA portal. For an LLP the equivalent forms are Form 8 and Form 11. The filings put your accounts and ownership on public record, and banks, investors and government tenders often check them before dealing with you.
Is ROC compliance required if my company had no business this year?
Yes. A company or LLP with no sales, no expenses and an idle bank account still has to hold its AGM, get accounts audited and file its annual forms. Many late fees we see in Delhi come from founders who assumed a dormant company owed nothing. If you do not plan to restart, look at closing the company instead of letting fees build up.
What is the annual compliance for a private limited company?
The core annual compliance for a private limited company is: board meetings with minutes, a statutory audit by a practising CA, the AGM, AOC-4 within 30 days of the AGM, MGT-7 within 60 days of the AGM, and the company's income tax return. Director KYC falls every three financial years. Event-based forms are added whenever directors, auditors or the office change.
When is the AGM due for a private limited company?
The AGM must be held after the accounts are audited, and its date then starts the 30-day window for AOC-4 and the 60-day window for MGT-7. We set the AGM date with each client at the start of the audit, so there is time to file both forms before any extra fee applies. Ask us to confirm the outer limit for your company's specific year.
What is LLP annual filing and what happens if I miss it?
LLP annual filing is Form 11 by 30 May and Form 8 by 30 October each year. If you miss them, an additional fee applies for each day of delay. Sources disagree on the exact amount: some quote ₹100 per day, while MCA FAQs describe slab multiples of the normal fee. File as soon as you can, because the charge keeps rising.
Which form is used for auditor appointment?
The appointment of a statutory auditor is reported to the ROC on form ADT-1. For a new company the board usually appoints the first auditor, and later appointments are taken up by shareholders. The audit work itself must be carried out and signed by a practising chartered accountant, which is why we only coordinate the filing side.
Has DIR-3 KYC become a once-in-three-years filing?
Yes. Under G.S.R. 943(E) dated 31 December 2025, effective 31 March 2026, directors file DIR-3 KYC once every three financial years, due 30 June. Changes in mobile number, email or address must be updated whenever they happen. Calendars that still show an annual September deadline are out of date.
Can a company with years of pending ROC filings be regularised?
Usually, yes. We list every missed form, prepare accounts for each open year with the auditor, and file the backlog in order, oldest first. The additional fees are paid along with each form. Where the company has stopped trading, compare the cost of catching up with the cost of formal closure before deciding.
Do I need to visit the ROC office in Delhi?
No. All annual ROC forms are filed online on the MCA portal and signed with DSCs, so neither you nor your directors need to go to the Registrar's office. You can share documents by email or WhatsApp, or drop them at our Netaji Subhash Place office, a short walk from the metro station.