AOC-4, MGT-7, DIR-3 KYC

Category: ROC & Annual Compliance. From ₹4,999. Typical timeline: Annual.

Overview

ROC Annual Compliance is the yearly set of filings every registered company and LLP must make with the Registrar of Companies under the Companies Act, 2013 (or the LLP Act, 2008), covering the annual return, financial statements, and director/partner KYC. These filings keep the entity in "active compliant" status on the MCA portal and are independent of whether the company made a profit, a loss, or had no transactions at all.

Who needs it

• Every private limited company and OPC, each financial year, without exception
• LLPs, via their own separate set of annual forms (Form 11 and Form 8) under the LLP Act
• Companies that had zero transactions in the year — a nil-activity year still requires filing, just with nil figures
• Companies preparing for fundraising, loan applications, or due diligence, where clean ROC filing history is checked first

Eligibility

• Mandatory for every private limited company, public company, OPC, Section 8 company and LLP registered in India
• Applies regardless of turnover, profitability, or whether the entity has commenced business operations
• A dormant or defunct company still must file unless it has been formally struck off or is under a moratorium

Documents required

• Audited financial statements (Balance Sheet, Profit & Loss, Cash Flow Statement) signed by the auditor and directors
• Board resolutions approving the financial statements and the annual filing
• Auditor’s report and, if applicable, secretarial audit report
• Digital Signature Certificates of the signing director(s) and, where required, a practising professional
• Details of shareholding pattern, and any changes in directors or registered office during the year
• For LLPs — the Statement of Account & Solvency and details of partners’ contribution

Process

1. Books finalisation & audit — Finalise the year’s books and get them audited (statutory audit is mandatory for companies regardless of size; LLPs need audit only above prescribed turnover/contribution thresholds).
2. Board approval — The Board approves the financial statements and the Director’s Report, and the Annual General Meeting (AGM) is held to adopt them (not required for OPCs).
3. Form AOC-4 filing — File the financial statements with the Registrar within 30 days of the AGM (or 180 days of financial year-end for OPCs).
4. Form MGT-7/MGT-7A filing — File the annual return within 60 days of the AGM, capturing shareholding, director details and other corporate particulars.
5. DIR-3 KYC — Every director with a DIN completes annual KYC (Aadhaar/PAN-based e-form, or physical form if details changed) by 30 September each year, independent of the company’s own filing deadline.

Government fees

• Form AOC-4 / MGT-7 government fee (based on authorised capital): ₹200–₹600 per form
• Form DIR-3 KYC government fee (if filed after due date): ₹5,000 late fee per director
• Late additional fee for AOC-4/MGT-7 beyond due date: ₹100 per day per form, uncapped

Professional fee

₹4,999 professional fee covering annual return preparation, AOC-4/MGT-7 filing and DIR-3 KYC for up to two directors; audit fees are billed separately by the auditor.

Timeline

The filing window runs across the year — AOC-4 is typically due by late October/early November and MGT-7 by late November for companies with a 31 March year-end and a September AGM; DIR-3 KYC is always due by 30 September regardless of the company’s own AGM date.

Deliverables

• Filed Form AOC-4 (financial statements) with SRN acknowledgement
• Filed Form MGT-7/MGT-7A (annual return) with SRN acknowledgement
• DIR-3 KYC confirmation for each director
• Updated compliance calendar in your client portal for the following year

Frequently asked questions

Do I need to file if my company had no transactions this year?

Yes — a nil-activity year still requires AOC-4 and MGT-7 filing with nil/minimal figures; there is no exemption for dormancy short of a formal strike-off.

What is the penalty for late ROC filing?

An additional fee of ₹100 per day per form applies with no upper cap, on top of the normal government fee — this compounds significantly if filings are delayed by months.

Is DIR-3 KYC the same as annual ROC filing?

No — DIR-3 KYC is a separate, individual filing for each director (due 30 September every year) and is independent of the company’s own AOC-4/MGT-7 deadlines.

What happens if a company doesn’t file for consecutive years?

The Registrar can initiate Strike Off proceedings under Section 248, and directors risk disqualification under Section 164(2), which bars them from being appointed director in any other company for 5 years.

Does a Section 8 company or OPC have different requirements?

OPCs file MGT-7A (a simplified annual return) instead of MGT-7 and are not required to hold an AGM; Section 8 companies follow the standard AOC-4/MGT-7 timeline but with some exemptions on AGM formalities.

Common mistakes

• Assuming a dormant or zero-revenue company is exempt from filing — it is not, short of a formal strike-off application
• Missing the DIR-3 KYC deadline (30 September) separately from the company’s own AOC-4/MGT-7 deadlines, incurring the flat ₹5,000 per-director late fee
• Filing AOC-4/MGT-7 without a properly convened and minuted AGM, which can be questioned in a later audit or due diligence
• Letting the ₹100/day uncapped late fee accumulate for months before addressing a missed filing
• Not updating the Registrar promptly for a change in director or registered office, which then causes a mismatch when the annual return is filed

Penalties for non-compliance

• Additional fee of ₹100 per day per form for late AOC-4/MGT-7 filing, with no upper cap
• Flat ₹5,000 penalty per director for late DIR-3 KYC filing
• Director disqualification under Section 164(2) for default in filing annual returns/financial statements for 3 consecutive financial years
• Strike-off action under Section 248 for companies that remain in default for an extended period

Legal references

• Companies Act, 2013 — Sections 92 (annual return), 137 (financial statements), 164 (director disqualification), 248 (strike off)
• Companies (Management and Administration) Rules, 2014 and Companies (Accounts) Rules, 2014
• LLP Act, 2008 and LLP Rules, 2009 — Sections/Rules governing Form 8 and Form 11 for LLPs

Client reviews

Kanoons has completely transformed how we manage our ROC compliances. Their team handled every filing — from AOC-4 and MGT-7 to auditor appointments — with absolute accuracy and on time. The automated reminders and expert support saved us from penalties and constant stress.Sakshi Reddy, Client

Kanoons provided clear pricing and regular updates throughout the process. The compliance check helped us understand our company status.Neha S., Company Owner