Annual Compliance for a Private Limited Company (2026): Forms, Due Dates, Late Fees and a Worked Calendar

Registering a private limited company takes a week. Keeping it in good standing is a job that runs every year. This guide is for founders, directors and accountants of small and mid-sized private companies who want one place that lists every recurring filing and meeting. It covers the forms (AOC-4, MGT-7 or MGT-7A, ADT-1, DPT-3, MSME Form I and DIR-3 KYC), the board meeting and AGM rules behind them, the due dates for FY 2025-26, late fees and penalties, and a worked calendar for a typical small company. Every date and fee was checked against the Companies Act, 2013, MCA rules and recent notifications in October 2026.

Quick answer

A private limited company must hold board meetings through the year, get its accounts audited, hold an AGM within six months of the year end (30 September), then file AOC-4 (financial statements) within 30 days of the AGM and MGT-7/MGT-7A (annual return) within 60 days of the AGM. Late AOC-4 or MGT-7 costs ₹100 a day per form, with no cap.

• FY 2025-26 with an AGM on 30 September 2026: AOC-4 by 30 October 2026, MGT-7/7A by 29 November 2026

• DPT-3 by 30 June; MSME Form I by 30 April (October–March) and 31 October (April–September), but only if dues to micro or small suppliers stay unpaid beyond 45 days

• Director KYC is now every three years by 30 June, not every year

• Small companies pay half the normal penalty, capped at ₹2 lakh for the company and ₹1 lakh for an officer, and two board meetings a year are enough

What "annual compliance" means for a private limited company

Annual compliance is the set of things the Companies Act, 2013 requires a company to do every financial year just because it exists. Turnover and profit don't matter. A company that has never traded has almost the same obligations as one with ₹50 crore in sales. The duties fall into four groups:

• Meetings: board meetings during the year and one annual general meeting (AGM) of shareholders.
• Accounts and audit: a statutory audit by a chartered accountant appointed under section 139. Our statutory audit guide explains appointment, rotation and CARO.
• Filings with the Registrar of Companies (ROC): made on the MCA V3 portal. The financial statements and annual return are filed every year. Event-based forms are filed when something happens, such as appointing an auditor or a director.
• Registers and disclosures: statutory registers, director disclosures and minutes, kept at the registered office.

Tax compliance runs alongside but under different laws: the income-tax return, any tax audit, TDS, GST returns and so on. This guide covers company-law compliance in depth and gives the tax dates only where they affect the calendar.

Size changes some details. A small company has paid-up capital up to ₹10 crore and turnover up to ₹100 crore, under limits raised from 1 December 2025. It files the shorter MGT-7A instead of MGT-7, needs only two board meetings a year and pays half penalties. Holding and subsidiary companies don't count as small, whatever their size.

The annual filings at a glance

The normal MCA fee for most forms depends on the company's authorised (nominal) capital. It is ₹200 below ₹1 lakh, ₹300 from ₹1 lakh, ₹400 from ₹5 lakh, ₹500 from ₹25 lakh and ₹600 from ₹1 crore. For most small companies the government fees are modest. The real costs are the audit fee, the professional fee for preparing and certifying the forms, and the fees that build up when deadlines are missed.

Board meetings, the AGM and the disclosures behind the forms

Board meetings. Section 173 requires the first board meeting within 30 days of incorporation and then four a year, with no more than 120 days between two meetings. A small company, a dormant company or an OPC is treated as compliant if it holds one in each half of the calendar year, at least 90 days apart. Directors can take part by video conference. Notice of at least seven days must go to every director, and minutes must be prepared and signed. Missing the meeting rule isn't a separate ROC filing, but the annual return asks for the number and dates of meetings, so a gap shows up in MGT-7.

Disclosures at the first meeting of the year. At the first board meeting of each financial year, every director discloses their interest in other companies, firms and bodies in Form MBP-1 under section 184, and gives a fresh disclosure whenever that changes. Directors also give a declaration in Form DIR-8 that they aren't disqualified under section 164. These forms stay with the company and aren't filed with the ROC. The auditor checks them, and so does anyone doing due diligence on the company.

The board meeting that approves the accounts. Once the audit is complete, the board approves the financial statements and the board's report, and the auditor signs the audit report. The board then calls the AGM, with at least 21 clear days' notice unless shareholders agree to shorter notice. For a small company the board's report is shorter, but it still covers the state of affairs, dividend, directors' responsibility statement and related-party contracts.

The AGM. Section 96 requires every company other than an OPC to hold an AGM within six months of the end of the financial year, which is 30 September for a 31 March year end. The gap between two AGMs can't exceed 15 months. The first AGM can be held within nine months of the close of the first financial year. The Registrar can extend any AGM other than the first by up to three months, on an application in Form GNL-1 made before the due date. At the AGM, shareholders adopt the accounts, appoint or ratify the auditor where needed, and declare any dividend. Not holding an AGM can lead to a fine of up to ₹1 lakh, plus up to ₹5,000 for every day the default continues under section 99, for the company and each officer in default.

AOC-4 and MGT-7: the two filings every company makes

AOC-4: financial statements. Section 137 requires the financial statements adopted at the AGM, with the board's report and auditor's report, to be filed within 30 days of the AGM. If the AGM isn't held, the company still files within 30 days of the last date on which it should have been held, with a statement of the reasons. Companies that must use XBRL file AOC-4 XBRL instead, and those with subsidiaries file AOC-4 CFS for consolidated statements. Most small private companies use the plain form. The form is signed with a director's digital signature and certified by a practising CA, CS or cost accountant.

MGT-7 or MGT-7A: annual return. Section 92(4) requires the annual return, made up as at the end of the financial year, to be filed within 60 days of the AGM. It lists shareholders and changes in shareholding, directors and key managerial personnel, meetings held and attendance, director remuneration and any penalties. Small companies and OPCs use the abridged MGT-7A, which a director can sign where there is no company secretary. Other companies file the full MGT-7, signed by a director and a company secretary, or a practising CS where the company has none.

The two forms run on separate clocks, both counted from the actual AGM date. A company that holds its AGM on 15 September has AOC-4 due by 15 October and MGT-7 due by 14 November. One that holds it on the last day, 30 September, gets 30 October and 29 November. Many companies file both together in October to avoid tracking two dates.

From year end to the two annual filings

Step 1

31 March: year end

Step 2

Audit and board approval

Step 3

AGM

by 30 September

Step 4

AOC-4

AGM + 30 days

Step 5

MGT-7 / 7A

AGM + 60 days

ADT-1, DPT-3, MSME Form I and PAS-6: who files them

ADT-1 (auditor appointment). At the first AGM, shareholders appoint an auditor until the conclusion of the sixth AGM (a five-year term). The company files ADT-1 15 days of the meeting. ADT-1 is due again only when a new auditor is appointed or the term is renewed, so in most years nothing is due. It isn't a yearly form, even though many checklists list it as one. If an auditor resigns mid-term, the auditor files ADT-3 and the company files a fresh ADT-1 for the replacement.

DPT-3 (return of deposits). Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014 requires every company other than a government company to file a return by 30 June, with figures as on 31 March. Private companies rarely take public deposits. DPT-3 still applies because it also covers money received that the rules exclude from "deposits": loans from directors, advances from customers, unsecured loans and similar amounts. If the balance sheet shows any such amount outstanding at 31 March, plan to file DPT-3. A company with none of these amounts generally doesn't need to file. Many advisers file a nil return anyway as a record.

MSME Form I (dues to micro and small suppliers). An order under section 405 requires companies to report half-yearly when payments to micro or small enterprise suppliers stay unpaid for more than 45 days. A July 2024 amendment revised the form. It also made clear that only companies with payments pending beyond 45 days must file. The returns are due by 30 April (October–March) and 31 October (April–September). Not filing, or filing wrong figures, can attract ₹20,000 plus ₹1,000 a day, up to ₹3 lakh. The same delayed dues also matter for income tax and can attract compound interest under the MSMED Act. Our MSME delayed payment calculator works out that interest.

PAS-6 and demat of shares. Under rule 9B, private companies that aren't small had to move their securities into demat form, with the last extension running to 30 June 2025. Those companies now file PAS-6, a reconciliation of share capital audit report, within 60 days of each half-year end. Small companies are outside this regime, so under the new limits most owner-run companies aren't affected.

Director KYC changed in 2026

Until March 2026, every person holding a Director Identification Number (DIN) filed DIR-3 KYC each year by 30 September. The Companies (Appointment and Qualification of Directors) Amendment Rules, 2025 (G.S.R. 943(E), notified 31 December 2025) replaced that from 31 March 2026. Now a DIN holder files KYC once every three financial years, by 30 June, using a single form, DIR-3 KYC Web. ICAI's reading, which MCA hasn't contradicted, is that directors who had already completed KYC are next due by 30 June 2028.

What hasn't gone away is the duty to report changes. If a director's personal mobile number, email address or residential address changes, they must file DIR-3 KYC Web 30 days of the change. From 21 April 2026 that update costs ₹500 per filing. A filing made on time is free. A late filing, or one to reactivate a deactivated DIN, costs ₹5,000. The company's own filings are affected too: a director with a deactivated DIN can't sign AOC-4 or MGT-7. Our DIR-3 KYC guide covers the change in detail.

Worked calendar: a small company's FY 2025-26 compliance

Take an example company, "Sharma Precision Components Pvt Ltd", a Pune manufacturer incorporated in 2019. It has authorised capital of ₹10 lakh, paid-up capital of ₹10 lakh and FY 2025-26 turnover of ₹6.5 crore. It is a small company and isn't a holding or subsidiary company. Its auditor was re-appointed for a second five-year term at the 2024 AGM, so no ADT-1 is due this year. It has an unsecured loan from a director outstanding at 31 March 2026. One micro-enterprise supplier was paid 70 days after delivery in February 2026.

The board meets on 15 May 2026 to review the year and on 25 August 2026 to approve the audited accounts and call the AGM. That gives two meetings in different halves of the year, more than 90 days apart, which satisfies section 173(5). The AGM is held on 22 September 2026. That fixes AOC-4 at 22 October 2026 and MGT-7A at 21 November 2026. Its turnover is above ₹1 crore and it has some cash receipts, so it also needs a tax audit. The tax audit report and the company's ITR follow the extended dates in CBDT Circular 07/2026.

Sharma Precision Components Pvt Ltd — FY 2025-26 compliance calendar

30 April 2026

MSME Form I for October 2025–March 2026 (one micro supplier paid after 45 days)

15 May 2026

Board meeting 1: MBP-1 and DIR-8 taken on record, year-end review

30 June 2026

DPT-3 with figures as on 31 March 2026 (director's loan outstanding)

25 August 2026

Board meeting 2: approve audited accounts and board's report, call AGM

22 September 2026

AGM: accounts adopted

21 October 2026

Tax audit report (extended by CBDT Circular 07/2026)

22 October 2026

AOC-4 (30 days from AGM)

31 October 2026

MSME Form I for April–September 2026, only if any dues exceeded 45 days

21 November 2026

MGT-7A (60 days from AGM) and company ITR (extended date)

If it files late. Suppose AOC-4 goes in on 21 December 2026, 60 days late. The company pays the normal fee of ₹400, because its authorised capital of ₹10 lakh falls in the ₹5–25 lakh slab. It also pays an additional fee of 60 × ₹100 = ₹6,000, so ₹6,400 in all. If MGT-7A is also 30 days late, that adds 30 × ₹100 = ₹3,000 plus its own normal fee. The additional fee has no cap, so a company that ignores filings for three years can run up well over ₹1 lakh in fees on two forms alone. Penalties under sections 92 and 137 come on top if the Registrar takes up the case.

Annual compliance checklist for a private limited company

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• First board meeting of the year: MBP-1 and DIR-8 from every director
• At least four board meetings (two for a small company), minutes signed
• Statutory audit completed and auditor's report signed
• Board approves financial statements and board's report; AGM notice sent
• AGM held by 30 September
• AOC-4 filed within 30 days of the AGM
• MGT-7 or MGT-7A filed within 60 days of the AGM
• ADT-1 filed within 15 days if an auditor was appointed or re-appointed
• DPT-3 by 30 June if loans, advances or deposits are outstanding at 31 March
• MSME Form I by 30 April / 31 October if dues to micro or small suppliers crossed 45 days
• DIR-3 KYC Web by 30 June in a director's filing year, and within 30 days of any contact change
• Income-tax return, tax audit (if applicable), TDS and GST returns on their own schedules

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Late fees, penalties and what non-compliance leads to

There are two kinds of cost for a missed deadline. They often get mixed up.

What a missed deadline can cost

₹100 a day

Additional fee per late AOC-4 or MGT-7

no upper limit

₹2 lakh

Maximum s.92(5) or s.137(3) penalty on the company

halved for small companies

5 years

Director disqualification

after three continuous financial years of non-filing

₹5,000

Late DIR-3 KYC or DIN reactivation

Additional fees are automatic. The MCA portal charges them when you file late, and you can't file without paying. For AOC-4 and MGT-7 the additional fee is ₹100 a day per form for every day of delay, with no ceiling. For event-based forms such as ADT-1, DPT-3 and DIR-12, the additional fee is a multiple of the normal fee: 2× the normal fee up to 30 days, 4× up to 60 days, 6× up to 90 days, 10× up to 180 days and 12× beyond.

Penalties are separate. The Registrar imposes them through an adjudication order, and paying the additional fee doesn't settle them. For the financial statements the penalty is ₹10,000 plus ₹100 a day, up to ₹2 lakh for the company and ₹50,000 for the directors responsible. For the annual return it is ₹10,000 plus ₹100 a day, up to ₹2 lakh for the company and ₹50,000 for each officer in default. Under section 446B, small companies, OPCs and start-ups pay half the normal penalty, capped at ₹2 lakh for the company and ₹1 lakh for an officer. Registrars have issued such orders against small private companies for missing even a single year's filing.

Director disqualification and strike-off. These are the serious outcomes. If a company doesn't file its financial statements or annual returns for three continuous financial years, section 164(2) disqualifies every person who was a director. They can't be re-appointed to that company or appointed to any other company for five years, and their DINs are flagged. The Registrar can also remove a company that isn't carrying on business or filing returns from the register under section 248. Restoring it means an appeal to the NCLT, which costs far more than the filings would have.

Common mistakes and how to avoid them

Treating a dormant or loss-making company as exempt. No turnover threshold switches off the AGM, the audit, AOC-4 or MGT-7. If the company has genuinely stopped trading, apply for dormant status under section 455 or for closure. Don't let filings lapse.

Counting from 30 September instead of the AGM date. AOC-4 and MGT-7 run from the date the AGM was actually held. A company that holds its AGM in August and files in late October may already be paying ₹100 a day.

Missing the AGM itself. An extension under section 96 must be applied for before the due date, and it isn't available for the first AGM. If accounts aren't ready, hold the AGM anyway. Section 137 then lets you file unadopted accounts provisionally and file the adopted version after the adjourned meeting.

Skipping DPT-3 because "we have no deposits". Director loans and customer advances are outside the definition of deposits, but they still go in DPT-3. Check the balance sheet at 31 March before deciding.

Letting a director's DIN lapse. Under the triennial regime it's easy to forget which year a director's KYC falls due. A deactivated DIN blocks AOC-4 and MGT-7 at the signing stage, right before the deadline. Keep a register of every director's next KYC year and their current mobile and email.

Changing the auditor informally. A new auditor must be appointed by the members, ADT-1 must be filed, and an outgoing auditor must file ADT-3. If you change auditors without these steps, MGT-7 shows a mismatch and the ROC can question the audit.

Event-based filings that often arise in the same year

Besides the annual cycle, most growing companies trigger a few event-based forms each year. Each has its own 30-day clock, usually counted from the board or shareholder resolution:

Private companies don't have to file board resolutions under section 179(3) in MGT-14, which removes one common filing for small companies.

These aren't annual, but they are reported in the next MGT-7. A missed PAS-3 or DIR-12 usually comes to light when the annual return is prepared.

After the annual filings: what to do next

Once AOC-4 and MGT-7 are on the MCA portal, download the challans and SRNs and file them with the board minutes. Update the statutory registers and diarise next year's dates from the new AGM date. Then check three things for the coming year. Will the company stay a small company, given the ₹10 crore and ₹100 crore limits? When are each director's next KYC and any change-of-contact filings due? Will a capital raise or a new director trigger event-based forms?

If you are still choosing a structure, compare this workload with an LLP in our LLP annual filing guide and the private limited company registration guide. If you are an OPC, see the one person company guide. The taxes that sit alongside these filings are covered in ITR for business.

Official links

• MCA V3 portal — company e-filingAOC-4, MGT-7/7A, ADT-1, DPT-3, MSME Form I, DIR-3 KYC Web
• Companies Act, 2013 (India Code)Sections 92, 96, 99, 137, 164, 173, 405, 446B
• G.S.R. 943(E) — triennial DIR-3 KYC rulesGazette text of the 31 December 2025 amendment
• Income Tax e-filing portalCompany ITR-6 and tax audit report

This is general information, not legal or tax advice. Confirm on the official source or with a professional.

Frequently asked questions

What are the annual ROC filings for a private limited company?

Two filings are compulsory every year. Form AOC-4 files the audited financial statements within 30 days of the AGM. Form MGT-7 (or the shorter MGT-7A for small companies) files the annual return within 60 days of the AGM. Most companies also file DPT-3 by 30 June. Some also file MSME Form I and ADT-1, and directors file DIR-3 KYC when it falls due.

What is the due date for AOC-4 and MGT-7 for FY 2025-26?

If the AGM is held on the last permitted day, 30 September 2026, AOC-4 is due by 30 October 2026. MGT-7 or MGT-7A is due by 29 November 2026. Both run from the actual AGM date, so an earlier AGM brings both deadlines forward. I found no MCA circular giving fee relief for FY 2025-26, so file on time.

What is the late fee for not filing AOC-4 or MGT-7?

The additional fee is ₹100 a day for each form, with no upper limit, on top of the normal filing fee. Separately, the Registrar can impose a penalty. Under section 137(3) the penalty is ₹10,000 plus ₹100 a day, up to ₹2 lakh for the company and ₹50,000 for the directors responsible. Section 92(5) sets ₹10,000 plus ₹100 a day, up to ₹2 lakh for the company and ₹50,000 for each officer in default. Small companies pay half under section 446B.

Is a private limited company with no business required to file annual returns?

Yes. A company that did no business still has to hold board meetings and an AGM. It still needs an audit, and it still files AOC-4 and MGT-7 or MGT-7A. If a company misses its accounts or annual return for three continuous financial years, every director becomes disqualified for five years. The Registrar can also strike the company off. A company that has stopped trading can apply for dormant status or closure instead.

Do directors have to file DIR-3 KYC every year now?

No. From 31 March 2026, KYC is filed once every three years, by 30 June, in the web form DIR-3 KYC Web. ICAI says directors who had already completed KYC are next due by 30 June 2028. A change in mobile number, email or address must still be reported within 30 days of the change.

How many board meetings must a private limited company hold in a year?

A private company must hold four a year, with no more than 120 days between two meetings. A small company is treated as compliant if it holds one in each half of the calendar year, at least 90 days apart. The first board meeting is held within 30 days of incorporation. Directors may attend by video conference. The minutes must be signed and kept with the statutory registers.

Sources & verification

Figures on this page were checked against the sources below when it was last reviewed on 9 October 2026. Each rate and limit is stored once with its own official source and review date, and official update channels are monitored daily so changes are picked up. How we verify

1. 1.The Companies Act, 2013 (India Code) — Legislative Department, Government of India · accessed 9 October 2026
2. 2.Companies (Appointment and Qualification of Directors) Amendment Rules, 2025 — G.S.R. 943(E), 31 December 2025 — Ministry of Corporate Affairs (Gazette copy hosted by the High Court for the State of Telangana) · accessed 9 October 2026
3. 3.Companies (Registration Offices and Fees) Rules, 2014 — Table of fees and additional fees — CAIRR (Companies Act ready reckoner) · accessed 9 October 2026
4. 4.Companies (Acceptance of Deposits) Rules, 2014 — rule 16 (return of deposits) — CAIRR (Companies Act ready reckoner) · accessed 9 October 2026
5. 5.MCA revises MSME Form-1 with enhanced disclosures for payments pending over 45 days — Taxmann · accessed 9 October 2026
6. 6.ICAI CLCGC — Director KYC compliance announcement (2 January 2026) — Institute of Chartered Accountants of India · accessed 9 October 2026
7. 7.MCA extends due date for FY 2024-25 filings till 31 January 2026 — Taxmann · accessed 9 October 2026
8. 8.CBDT Circular No. 07/2026 — extension of timelines for audit reports and ITRs, AY 2026-27 — CBDT (copy hosted by CAalley) · accessed 9 October 2026
9. 9.PAS-6 share reconciliation — applicability and half-yearly filing — Treelife · accessed 9 October 2026