Every company in India pays a price for filing late with the Registrar of Companies (ROC). However, most founders only see the Rs 100 a day figure and assume that is the full bill. In reality, a late filing can trigger three separate costs: an additional fee, a statutory penalty, and consequences that no payment can fix, such as director disqualification.
This guide breaks down each layer using the current rules. So whether your AOC-4 falls due this October or you are clearing years of pending returns, you will know exactly what you owe and how to keep it from growing.
Additional Fee vs Penalty: Two Different Costs
First, separate these two terms:
Additional fee is a charge under Section 403 of the Companies Act, 2013. The MCA portal calculates it automatically when you file late. You cannot skip it, and it applies whether or not the ROC takes any action.
Penalty, on the other hand, comes from an adjudication order. The ROC issues a notice, hears the company, and then imposes a penalty under the relevant section. As a result, a company can pay the additional fee today and still receive a penalty order later.
Late Fee for AOC-4 and MGT-7
For annual filings under Section 92 (annual return) and Section 137 (financial statements), the additional fee has stood at Rs 100 per day since 1 July 2018. Moreover, it applies per form and carries no upper cap.
So if your AGM falls on 30 September 2026, AOC-4 is due within 30 days (around 30 October) and MGT-7 or MGT-7A within 60 days (around 29 November). The daily meter starts the day after each deadline.
Here is how quickly it adds up:
| Delay | One form | AOC-4 + MGT-7 together |
|---|---|---|
| 30 days | Rs 3,000 | Rs 6,000 |
| 90 days | Rs 9,000 | Rs 18,000 |
| 180 days | Rs 18,000 | Rs 36,000 |
| 1 year | Rs 36,500 | Rs 73,000 |
| 3 years (all 6 forms) | Rs 2,00,000 or more | |
Also remember that you pay the normal filing fee (Rs 200 to Rs 600, based on authorised capital) on top of these amounts. OPCs follow the same Rs 100 rule, although their AOC-4 falls due 180 days after the financial year ends, not after an AGM.
Additional Fee Slabs for Other ROC Forms
Event-based forms work differently. Instead of a daily rate, the additional fee rises in slabs as a multiple of the normal fee:
| Period of delay | Additional fee |
|---|---|
| Up to 30 days | 2 times the normal fee |
| 31 to 60 days | 4 times the normal fee |
| 61 to 90 days | 6 times the normal fee |
| 91 to 180 days | 10 times the normal fee |
| More than 180 days | 12 times the normal fee |
This slab covers common forms such as ADT-1, DIR-12, INC-22, MGT-14, PAS-3 and DPT-3. For example, a company with a Rs 300 normal fee that files DIR-12 45 days late pays Rs 1,200 extra, so Rs 1,500 in total.
That said, forms for an increase in authorised capital (SH-7) and charge registration follow their own fee rules. Also, ADT-1 and INC-20A carry separate penalties beyond this slab, so check those individually.
Penalties Under the Companies Act
The Companies (Amendment) Act, 2020 replaced fines with civil penalties for most filing defaults.
| Default | Company | Every officer in default |
|---|---|---|
| Annual return not filed, Section 92(5) | Rs 10,000 plus Rs 100 per day, up to Rs 2,00,000 | Rs 10,000 plus Rs 100 per day, up to Rs 50,000 |
| Financial statements not filed, Section 137(3) | Rs 10,000 plus Rs 100 per day, up to Rs 2,00,000 | Rs 10,000 plus Rs 100 per day, up to Rs 50,000 |
Under Section 137, the liability falls first on the managing director and CFO. If the company has neither, it moves to the director the board has made responsible, and then to all directors.
Two provisions soften the blow:
- Section 446B: OPCs, small companies and startups pay no more than half the penalty, capped at Rs 2 lakh for the company and Rs 1 lakh per officer.
- Section 454(3) proviso: if you file the pending annual return or financial statements before the adjudicating officer’s notice, or within 30 days of it, no penalty applies. However, you still pay the additional fee.
So the single most useful step after receiving a show cause notice is to file within 30 days.
Consequences Money Cannot Fix
Beyond fees and penalties, long-term non-filing creates problems that are much harder to reverse.
- Director disqualification: if a company skips its financial statements or annual returns for three continuous financial years, every director becomes disqualified for five years under Section 164(2). Read our guide on director disqualification under Section 164 for the details.
- Strike-off: the ROC can remove a company from the register when it appears inactive, and years of missing returns usually trigger that action.
- No easy exit: meanwhile, you generally cannot apply for voluntary strike-off until you clear pending filings.
- Business friction: banks, investors, and large clients check MCA records during due diligence. Consequently, a “defaulting” status can stall a loan or a funding round.
Is CCFS-2026 Still Available?
No, the scheme has now closed.
The MCA previously offered relief via the Companies Compliance Facilitation Scheme, 2026 (CCFS-2026), which allowed companies to clear pending filings at a reduced additional fee. However, as that window closed on 15 September 2026, the scheme is no longer active. Pending and delayed filings now once again attract the full Rs 100 per day additional fee and standard slab rates.
How to Limit the Damage
If you are already late, act in this order:
1. List every pending form from the MCA master data, year by year.
2. File the oldest annual returns first, since they build towards disqualification.
3. Respond to any ROC notice within 30 days by filing, which removes the penalty under Section 454.
4. Consider compounding or adjudication support if the ROC has already initiated proceedings.
5. Decide the company’s future. If it no longer operates, weigh dormant status or strike-off once filings are regular.
If you are not late yet, simply hold the AGM on time and file both forms early. Our annual ROC compliance calendar lists every due date in one place. LLPs follow a separate regime under the LLP Act, so check our LLP annual filing service for Form 8 and Form 11.
Conclusion
Late ROC filing rarely costs just Rs 100 a day. Instead, the additional fee grows without a cap, penalties land separately on the company and its officers, and three years of silence can disqualify every director. Fortunately, the fix is also simple: file on time, and if you have slipped, file before the ROC’s 30-day notice window closes.
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Running an OPC? Explore our OPC compliance support, or talk to our experts today.
Frequently Asked Questions
1. What is the late fee for ROC filing?
AOC-4 and MGT-7 attract Rs 100 per day per form with no cap. Most other ROC forms attract 2 to 12 times the normal fee, based on the delay.
2. Is there a maximum limit on ROC late fees?
No, the Rs 100 per day additional fee for AOC-4 and MGT-7 has no upper limit. Penalties under Sections 92 and 137, however, cap at Rs 2 lakh for a company.
3. What happens if a company does not file its annual return for three years?
All its directors become disqualified for five years under Section 164(2). The ROC may also begin strike-off proceedings.
4. Do small companies and OPCs pay lower penalties?
Yes. Under Section 446B, they pay up to half the penalty, capped at Rs 2 lakh for the company. The additional fee stays the same.
5. How do I calculate ROC late fees?
Multiply the days of delay by Rs 100 for each late AOC-4 or MGT-7. Then add the normal filing fee based on your authorised capital.
