ROC Compliance Checklist: Guide a New Company Needs in 2025
In FY 2024–25, more than 2.2 lakh newly registered companies in India received penalty notices from the Registrar of Companies (ROC). A significant portion of these penalties were issued for one simple and avoidable reason: missing statutory compliance deadlines.
Forms like INC-20A, AOC-4, MGT-7, and DIR-3 KYC are non-negotiable under the Companies Act. Yet thousands of founders and directors overlook them until the ROC issues a notice, imposes penalties, or, in extreme situations, initiates action to strike off the company.
Declaration of Commencement of Business (Form INC-20A)
Mandatory post-incorporation compliance
Form INC-20A must be filed by every newly incorporated company before commencing business activities or exercising borrowing powers.
Deadline: Within 180 days of incorporation
Non-filing of INC-20A can lead to:
- A penalty of ₹50,000 on the company
- A penalty of ₹1,000 per day on defaulting directors
- Risk of the company being struck off the MCA register
File INC-20A immediately after opening your current account and receiving the Certificate of Incorporation to avoid last-minute delays or oversight.
Annual ROC Compliance Timeline
This section covers key annual compliances that most companies must complete during the financial year.
June – Form DPT-3
Deadline: 30 June
Form DPT-3 reports deposits, loans, advances and outstanding funds as on 31 March.
This form is mandatory for all companies, regardless of whether they actually have loans or deposits. Non-filing can attract penalties under Section 73 of the Companies Act, making it one of the most commonly missed ROC filings.
September – Form DIR-3 KYC
Deadline: 30 September
Form DIR-3 KYC is a mandatory annual KYC verification for all directors holding a DIN.
If DIR-3 KYC is not filed within the due date:
- The DIN of the director becomes deactivated
- Reactivation requires payment of a ₹5,000 late fee
October – Form ADT-1
Deadline: 15 October
Form ADT-1 must be filed within 15 days of the AGM (usually held on or before 30 September). This form is required for the appointment or ratification of the statutory auditor.
Form AOC-4 / AOC-4 XBRL
Deadline: 30 October
Form AOC-4 is used to file the company’s annual financial statements, including:
- Balance Sheet
- Profit & Loss Account
- Board Report
- Audit Report
Companies that fall under the XBRL criteria must file their financials in AOC-4 XBRL format.
Ensure that digital signatures, auditor details and XBRL tagging are accurate to avoid rejection or resubmission of the form.
November – Form MGT-7 / MGT-7A
Deadline: 29 November
Form MGT-7 is the annual return form applicable to most companies. Form MGT-7A is applicable to OPCs and small companies.
These forms capture key information such as:
- Shareholding pattern and capital structure
- Details of directors and key managerial personnel
- Compliance and meeting-related information
Event-Based ROC Compliances
The following compliances are triggered by specific corporate events (such as change in directors, capital, office, etc.). These are often the filings that attract the highest penalties when missed.
| Form | Event | Timeline |
|---|---|---|
| DIR-12 | Appointment, resignation or change of directors | Within 30 days |
| INC-24 | Change of company name | Within 30 days of passing the special resolution |
| INC-22 | Change of registered office | Within 30 days |
| SH-7 | Change in share capital (increase, subdivision, buyback, etc.) | Within 30 days |
| PAS-3 | Allotment of shares | Within 30 days |
| MR-1 / MR-2 | Appointment of MD/WTD/Manager | MR-1: Within 60 days; MR-2: Prior approval required |
| CHG-1 / CHG-4 / CHG-9 | Creation, modification or satisfaction of charge | Within 30 days |
| MGT-14 | Filing of specified Board or shareholder resolutions | Within 30 days |
| DPT-3 (Event-based) | Return of deposits for new deposits accepted | Within 30 days |
Event-based filings should be treated with priority. Delays directly impact the company’s legal standing and financial credibility.
Practical Notes and Best Practices
- Maintain updated statutory registers and records, including AGM notices, minutes and attendance registers.
- Start preparing financial statements well in advance to avoid last-minute filing rush for AOC-4 and MGT-7 / MGT-7A.
- Monitor the validity of Digital Signature Certificates (DSCs) of directors and authorised signatories and renew them on time.
- Verify CIN, registered office address, email ID and mobile number on the MCA portal before filing any form.
- Keep track of authorised share capital and paid-up share capital before filing PAS-3, SH-7 or any capital-related form.
By following this ROC compliance checklist and calendar, your company can stay on the right side of regulation, avoid unnecessary penalties and maintain a strong, compliant corporate profile in 2025 and beyond.
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