ROC Filing Penalty: What AOC-4 and MGT-7 Default Actually Costs

The meter nobody hears running

There is a particular kind of silence that settles over a company that has stopped filing. Nothing happens for a while. No notice arrives. The business carries on, invoices go out, the bank account works. And every single day, the meter runs at ₹100 per form.

Most directors discover the number only when they finally ask. A private limited company that has not filed AOC-4 or MGT-7 for three years is not looking at a modest catch-up fee. On the illustration below it is looking at roughly ₹4.38 lakh in additional fees alone, before anyone has mentioned penalties or disqualification.

This article sets out what a ROC default actually costs, what the Companies Compliance Facilitation Scheme, 2026 does and does not cover, and how to decide between reviving the company, going dormant, and closing it down.

Two different charges, and almost everybody confuses them

This is the single most useful distinction in the whole subject, and most online guides blur it.

The additional fee

This is the automatic levy the MCA portal applies when you upload a late form, charged under Section 403 of the Companies Act, 2013 read with the Companies (Registration Offices and Fee) Rules, 2014.

Since 1 July 2018 it has been a flat ₹100 per day, per form, with no upper limit. It does not taper. It does not stop. It runs from the day after the due date to the day you actually file. You pay it at the moment of upload — there is no assessment, no hearing, no discretion.

The penalty

This is separate, and it is adjudicated by the Registrar under Section 454.

• Section 92(5) — failure to file the annual return. The company and every officer in default are liable to a penalty of ₹10,000, and for continuing failure a further ₹100 per day, subject to a maximum of ₹2,00,000 for the company and ₹50,000 for an officer in default.
• Section 137(3) — failure to file financial statements. The company is liable to ₹10,000 plus ₹100 per day of continuing failure, capped at ₹2,00,000. The managing director and chief financial officer — or, failing them, the director charged with the responsibility, or all directors — are liable to ₹10,000 plus ₹100 per day, capped at ₹50,000.

Two things follow. First, paying the additional fee does not extinguish the penalty; they are independent charges. Second, a fair number of articles still ranking on this topic quote a fine range of "₹50,000 to ₹5,00,000". Those are the pre-amendment figures. The Companies (Amendment) Act, 2020 replaced the fine regime with the penalty regime above. If you are budgeting from an old article, you are budgeting from repealed law.

What three years of default actually looks like

Take a small private limited company that stopped filing after FY 2021-22. Assume AOC-4 and MGT-7 are each three years overdue, with delays of roughly 1,095, 730 and 365 days across the three years.

That is ₹4,38,000 of additional fee. Under CCFS-2026 it becomes roughly ₹43,800, plus the normal filing fees, which are never waived.

That is the entire decision. Ten per cent until 31 August, one hundred per cent after it.

What CCFS-2026 covers

The scheme was notified by MCA General Circular No. 01/2026 dated 24 February 2026 and opened on 15 April 2026. It was originally set to close on 15 July 2026, but General Circular No. 03/2026 dated 8 July 2026 extended it to 31 August 2026, after a fire at the MCA data centre on 5 June 2026 disrupted MCA21 during the peak filing window.

There is no separate application form. Unlike CFSS-2020, which required a distinct immunity form, CCFS-2026 requires nothing beyond filing the pending forms themselves within the window.

Immunity, and its limits

For the annual filings, immunity from prosecution and penalty proceedings under Sections 92 and 137 is available if you file before the adjudicating officer issues a notice, or within 30 days of receiving one. Once 30 days have elapsed, or an adjudication order has already been passed, you still get the reduced fee but the existing penalty liability stands.

For ADT-1, FC-3, FC-4 and the 1956 Act forms, immunity runs against prospective penal action for the delayed filing, and only where no prosecution has been filed and no adjudication proceedings initiated by show-cause notice before you file.

Penalties already imposed through completed adjudication generally remain payable. The scheme reduces fees; it does not reverse orders.

Who cannot use it

• Companies against which the Registrar has already initiated final notice for striking off under Section 248(1)
• Companies that have already filed STK-2 for voluntary strike-off
• Companies that had already applied for dormant status under Section 455 before the scheme began
• Companies dissolved under a scheme of amalgamation
• Companies where an adjudication notice was received and 30 days have elapsed
• LLPs — the scheme is a Companies Act scheme and there is no LLP equivalent

The three-year cliff

Additional fees are money. Director disqualification is different, and it is the reason this cannot be deferred indefinitely.

Under Section 164(2)(a), if a company fails to file financial statements or annual returns for three consecutive financial years, every person who was a director at any time during that period becomes disqualified — and cannot be reappointed to that company or appointed to any other company for five years.

Three features make this severe.

• It is automatic. No order, no notice, no hearing. The disqualification operates by force of the section once the third year lapses.
• It travels. It attaches to the individual, not the company. A director disqualified through a dormant side venture loses their seat on every other board they sit on.
• It is hard to undo. The available routes are restoration proceedings before the National Company Law Tribunal, a writ before the High Court, or waiting out the five years.

CCFS-2026 is useful here precisely because it lets you break the chain before the third year completes. If you are two years into default, filing this month prevents the trigger. If the third year has already lapsed, the scheme reduces your fees but does not unwind the disqualification.

Revive, go dormant, or close?

For a company that is genuinely no longer trading, reviving it is often the wrong answer. Compare honestly.

The common error is sentimental: keeping a shell alive because it took effort to incorporate. Incorporating again later costs far less than five years of accumulating additional fees on a company nobody is using. If the venture is finished, close it properly — OPC closure and LLP closure both exist for that.

If you run an LLP, your position is worse

LLPs were never eligible for CCFS-2026, and the LLP late-fee structure is among the harshest in Indian corporate compliance.

Form 11, the annual return, is due by 30 May. Form 8, the statement of account and solvency, is due by 30 October. Both are due every year regardless of whether the LLP traded at all, and late filing runs at ₹100 per day per form.

Two overdue years is four forms, all running simultaneously. An LLP dormant for three years can accumulate a six-figure liability without ever having issued an invoice. There is no amnesty on the table for it, which makes the decision to close an unused LLP more urgent rather than less. LLP annual compliance covers the backlog work.

If you missed the window

From 1 September 2026 the arithmetic is simply the full additional fee, and the decision changes shape. Three things are worth doing in order.

• Establish the real number first. Get the complete pending-filing list from the MCA portal and the accumulated fee per form. Most decisions taken in the abstract here are taken badly.
• Check every director’s exposure against the three-year trigger, including companies they have forgotten about. This is the item with a five-year consequence and it should be dealt with before anything else.
• Then choose between regularising, dormancy and strike-off on the arithmetic above rather than on sentiment. At full fees, closure is the right answer for a materially larger set of companies than it was in August.

The circular also records that at the conclusion of the scheme, Registrars will take action under the Act against companies that remained in default. Adjudication and strike-off proceedings become materially more likely, not merely theoretically available.

Common mistakes

• Assuming a nil-turnover company need not file. Filing obligations arise from incorporation, not from activity. A company that has never traded still owes AOC-4 and MGT-7 every year.
• Filing MGT-7 and forgetting AOC-4, or the reverse. They are separate forms with separate fees, and the ₹100 a day runs on each independently.
• Waiting for the last week. MCA21 congests near deadlines, and this year’s extension exists precisely because the portal failed under load. DSC expiry, DIN deactivation, unadopted accounts and missing auditor certification all take days to resolve.
• Overlooking the auditor. Backlog filings need financial statements for each pending year, audited and carrying a valid UDIN. If the auditor’s ADT-1 was never filed either, that is a second problem to solve first. See annual financial statements.
• Ignoring DIR-3 KYC. A deactivated DIN blocks the filings you are trying to make, and reactivation carries its own ₹5,000 fee. Director DIN KYC is usually the first thing to clear.
• Budgeting from an outdated article, and therefore from repealed fine ranges.

Key takeaways

• Additional fee: ₹100 per day per form, no cap, automatic on upload.
• Penalty under Sections 92(5) and 137(3): separate, adjudicated, capped at ₹2,00,000 for the company and ₹50,000 for an officer in default.
• CCFS-2026 closes 31 August 2026 — 10 per cent of additional fees, 50 per cent for dormancy, 25 per cent for strike-off. Companies only.
• Three consecutive years of default disqualifies every director for five years, automatically, across every company they sit on.
• LLPs have no amnesty and an uncapped ₹100 a day on each of Form 8 and Form 11.

Frequently asked questions