ROC Compliance Calendar for Indian Startups: Every MCA Filing Deadline for FY 2026–27
The complete, founder-friendly guide to every ROC, MCA, and LLP filing deadline your startup must hit in FY 2026–27 — with penalties, real scenarios, and what your CS should be doing right now.
Miss a single ROC filing deadline and it can cost your startup ₹100 per day in penalties, trigger MCA notices, deactivate your DIN, and create a compliance nightmare that kills investor trust at due diligence. This guide gives you the complete ROC and MCA compliance calendar for FY 2026–27 — every form, every deadline, every penalty — so your startup never gets caught flat-footed again.
Key Filing Forms
Penalty Per Late Form
AGM Deadline (Pvt Ltd)
DPT-3 Deadline 2026
Why ROC Compliance is Non-Negotiable for Startups
Here’s a scenario that plays out every year across India: a promising startup is deep in Series A due diligence. The VC’s CS team pulls the MCA portal — and discovers three annual returns haven’t been filed, DIN of a co-founder is deactivated, and MSME-1 was never submitted. The deal gets delayed by three months. The founders pay ₹4 lakh in late filing fees and professional charges to clean up the mess. The lead investor starts questioning whether the team is ready to handle scale.
This isn’t rare. It’s one of the most common due diligence red flags we see at Bhavya Sharma and Associates. The fix is simple: treat ROC compliance like product sprints. Mark the dates. File on time. Always have a Company Secretary managing it proactively.
The MCA has introduced the Company Court Facilitation Scheme (CCFS) 2026 — offering a 90% waiver on late fees for pending filings — available until July 15, 2026. If your startup has backlogs, use this window now. After July 15, full penalties resume.
The Complete ROC Compliance Calendar: FY 2026–27
Below is every key annual and event-based ROC compliance deadline applicable to Private Limited Companies, OPCs, and LLPs for the financial year April 1, 2026 to March 31, 2027.
Annual ROC Filings — Private Limited Companies & OPCs
| Form | Purpose | Who Files | Deadline (FY 2026–27) | Penalty for Delay |
|---|---|---|---|---|
| MSME-1 (H2 FY25–26) | Outstanding payments to MSMEs | Companies with dues >45 days | 30 April 2026 | ₹25,000 + ₹1,000/day |
| PAS-6 (H1) | Share capital reconciliation | Unlisted public companies | 30 May 2026 | ₹1,000/day (max ₹1 lakh) |
| DPT-3 | Return of deposits & unsecured loans | All companies holding deposits | 30 June 2026 | ₹5,000 + ₹500/day |
| DIR-3 KYC | Director KYC (now triennial) | All directors with DIN | 30 September 2026 | DIN deactivation + ₹5,000 fine |
| AGM | Annual General Meeting | All companies except OPC | 30 September 2026 | ₹1 lakh + ₹5,000/day |
| ADT-1 | Auditor appointment / ratification | All companies | Within 15 days of AGM (~14 Oct 2026) | ₹300/day (min ₹1,000) |
| AOC-4 / AOC-4 XBRL | Annual financial statements | All companies | Within 30 days of AGM (~30 Oct 2026) | ₹100/day |
| MGT-7 / MGT-7A | Annual return | All companies and OPCs | Within 60 days of AGM (~29 Nov 2026) | ₹100/day |
| MSME-1 (H1 FY26–27) | Outstanding payments to MSMEs | Companies with dues >45 days | 31 October 2026 | ₹25,000 + ₹1,000/day |
| PAS-6 (H2) | Share capital reconciliation | Unlisted public companies | 29 November 2026 | ₹1,000/day (max ₹1 lakh) |
Annual ROC Filings — LLPs
| Form | Purpose | Deadline | Penalty |
|---|---|---|---|
| Form 11 | LLP Annual Return | 30 May 2027 (within 60 days of FY-end) | ₹100/day |
| Form 8 | LLP Financial Report / Statement of Accounts | 30 October 2027 (within 30 days of 6-month period) | ₹100/day |
Event-Based ROC Filings: File When It Happens
Unlike annual filings, these forms must be filed whenever a specific corporate event occurs. Missing them in real-time — even if you catch up later — triggers penalties from day one. Funded startups are especially vulnerable here because every round triggers multiple events simultaneously.
| Form | Trigger Event | Filing Window |
|---|---|---|
| PAS-3 | Allotment of shares (funding round closes) | Within 15 days of allotment |
| SH-7 | Increase in authorised share capital | Within 30 days |
| DIR-12 | Appointment or resignation of director / KMP | Within 30 days |
| INC-22 | Change in registered office address | Within 15 days of change |
| MGT-14 | Board resolutions (where required by law) | Within 30 days |
| CHG-1 | Creation / modification of charge (secured borrowing) | Within 30 days |
| FC-GPR | Foreign Direct Investment received | Within 30 days of remittance |
| FC-TRS | Transfer of shares to / from foreign entity | Within 60 days of transfer |
When you close a foreign funding round, you have two separate clocks running simultaneously: PAS-3 must be filed with the ROC within 15 days of share allotment, and FC-GPR must be filed with the RBI via the authorised dealer bank within 30 days of receiving foreign remittance. Miss either one and you are in violation of both the Companies Act and FEMA. We have seen startups pay 6-figure compounding penalties for missing these post-funding filings. Engage your CS the day the funds hit your bank account.
The New DIR-3 KYC Rule: What Every Startup Director Must Know
Effective March 31, 2026, the MCA replaced the annual Director KYC requirement with a triennial (every 3 years) abridged KYC system. Here’s what this means in practice:
Your next KYC filing is due by June 30, 2028 — three years from the last filing. No action required in FY 2026–27 unless your details (mobile, email, Aadhaar) have changed.
You can still reactivate your DIN by filing DIR-3 KYC along with the reactivation fee. The CCFS 2026 waiver may apply to penalty fees — act before July 15, 2026.
First KYC must be filed by September 30, 2026 (the general DIR-3 KYC deadline). Subsequent filings will follow the triennial cycle.
If a DIN gets deactivated, the company cannot file any MCA form requiring that director’s digital signature — including annual returns, financial statements, or any event-based filing. This effectively freezes the company’s compliance posture. Investors will see this immediately on the MCA portal during diligence.
The DPT-3 Filing: Startups Often Miss This One
The DPT-3 — Return of Deposits — is one of the most commonly missed annual filings by startups. Many founders assume it only applies to companies that accept fixed deposits from the public. That’s wrong.
DPT-3 must be filed by any company that has received unsecured loans from directors, shareholders, or related parties — even if it’s a founder loan to bridge operations. The filing deadline is June 30, 2026 for FY 2025–26 data. Non-filing can result in penalties of ₹5,000 plus ₹500 per day, and can complicate fundraising conversations where investor lawyers spot the default.
Startup Founder Scenario: The DPT-3 Wake-Up Call
A Delhi-based SaaS startup was three years in. The co-founder had loaned ₹40 lakh to the company during the early bootstrapping phase. Three years of DPT-3 had never been filed. During Series A due diligence, the VC’s legal team flagged it as a red flag. The compounding penalty was ₹1.8 lakh. More painfully, it delayed the round by six weeks while the CS team filed three years of backdated forms under the CCFS scheme. File DPT-3 every year. No exceptions.
What Happens When You Miss ROC Deadlines
Missing ROC deadlines is not just a fine — the consequences cascade in ways that can severely damage your startup’s health and fundability.
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Daily penalties compound fast: At ₹100/day per form, missing AOC-4 and MGT-7 for a full year means ₹73,000 in penalties per form — plus ₹36,500 minimum for the filing fee. And that’s if MCA doesn’t levy additional prosecution. -
DIN deactivation blocks all filings: If a director’s DIN gets deactivated, your company cannot file any form requiring their signature — creating a compliance deadlock that requires formal reactivation. -
MCA strike-off risk: Companies that fail to file for two or more consecutive years can be flagged for strike-off under Section 248 of the Companies Act. Once struck off, revival requires a formal NCLT order. -
Fundraising delays and investor distrust: Every VC’s legal team runs an MCA portal check during due diligence. Pending filings, deactivated DINs, and clean-up filings visible on the portal are among the top red flags that cause deals to slow or fall through. -
Bank loan and credit impact: Banks increasingly check MCA compliance status before processing term loans or working capital facilities. Defaulting companies face additional scrutiny or rejection.
Your FY 2026–27 ROC Compliance Action Plan
If your company has any outstanding payments to MSME vendors exceeding 45 days, file MSME-1 by April 30. Check whether you are an unlisted public company required to file PAS-6 by May 30. Also use this period to prepare DPT-3 data — all unsecured loans, inter-corporate deposits, and director loans must be compiled for the June 30 filing.
File DPT-3 by June 30. Critically, this is also the last month of the MCA’s CCFS 2026 amnesty window (closing July 15). If your startup has any pending, late, or missed filings from previous years, clean them up now at 90% waiver on late fees before the window slams shut.
Begin preparing financial statements for FY 2025–26. Coordinate with your statutory auditor to ensure audit completion well before the September 30 AGM deadline. Prepare the Board Report, Directors’ Report, and related disclosures. Ensure all directors’ DSCs are active.
Hold your Annual General Meeting by September 30. Simultaneously, ensure all directors file DIR-3 KYC by September 30 if it is due for them. This is the busiest compliance month of the year — your CS should be managing this timeline proactively.
File ADT-1 within 15 days of AGM, AOC-4 within 30 days, and MGT-7 within 60 days. For most companies that hold AGM on September 30, this means ADT-1 by October 14, AOC-4 by October 30, and MGT-7 by November 29. Also file MSME-1 for H1 of FY 2026–27 by October 31.
Every time a corporate event occurs — new director, share allotment, registered office change, foreign investment received — brief your CS immediately. Do not wait until the annual compliance review. Event-based forms have windows as short as 15 days, and the penalty clock starts ticking from day one of the event, not from when you remember to file.
Quick Compliance Checklist: Is Your Startup Compliant Right Now?
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All directors have active DINs and valid DSCs (check MCA portal) -
FY 2024–25 AOC-4 and MGT-7 have been filed and status shows “Approved” on MCA -
DPT-3 has been filed for FY 2024–25 (if any loans received from directors or shareholders) -
All share allotments from the last funding round have a filed and approved PAS-3 -
If foreign investment was received, FC-GPR has been filed with the authorised dealer bank within 30 days -
No director changes or KMP appointments are pending DIR-12 filing beyond 30 days -
Registered office address on MCA portal matches actual current address (INC-22 filed if changed) -
Statutory auditor has been formally appointed via ADT-1 (within 15 days of last AGM)
Frequently Asked Questions
The best-run startups we advise treat their Company Secretary like a founding team member — not a vendor called once a year to file returns. A proactive CS monitors your compliance calendar monthly, flags event-based filings the moment a corporate action happens, and ensures your MCA portal status is always investor-ready. If you’re approaching a funding round, get a full MCA health-check done at least six months before the expected diligence date.
Never Miss a Compliance Deadline Again
Bhavya Sharma and Associates manages end-to-end ROC and MCA compliance for 200+ startups across India. From annual filings to post-funding form management — we keep your MCA portal green all year round.
