MGT-7 or MGT-7A: which annual return do you file?

One person companies and small companies file MGT-7A. Every other company files MGT-7. The word that decides it is "small", and small is a statutory test of paid-up capital and turnover under section 2(85) of the Companies Act 2013, not a description of what kind of company you are. (Checked against MCA, 2 September 2026.)

Since 1 December 2025 the limits are paid-up capital not exceeding ₹10 crore and turnover not exceeding ₹100 crore, and a company has to be inside both. Until that date they were ₹4 crore and ₹40 crore. If the last person to work this out did it for FY 2024-25, the answer may have changed underneath them.

"Small company" is a number, not a label

Section 2(85) is short enough to read in full:

(85) "small company" means a company, other than a public company,—

(i) paid-up share capital of which does not exceed fifty lakh rupees or such higher amount as may be prescribed which shall not be more than ten crore rupees; and

(ii) turnover of which as per profit and loss account for the immediately preceding financial year does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than one hundred crore rupees:

Provided that nothing in this clause shall apply to—

(A) a holding company or a subsidiary company; (B) a company registered under section 8; or (C) a company or body corporate governed by any special Act;

That text is from the Companies Act 2013 as published by MCA (PDF). Three things follow.

Both limits, not either one. Clause (i) and clause (ii) are joined by "and". A company with ₹2 crore of paid-up capital and ₹150 crore of turnover is not a small company.

Turnover is read from a profit and loss account, for the immediately preceding financial year. The clause says so. It is not the turnover of the year the return covers.

The proviso disqualifies three classes at any size. A holding company or a subsidiary company is never small, however little capital it has. Nor is a section 8 company, nor a company governed by a special Act. And since the definition opens with "a company, other than a public company", a public company is out as well.

So company type does exactly one job in this test: it can rule a company out. It never rules one in. Being a private limited company is not what puts a company on MGT-7A. The numbers are.

An OPC is the exception to all of that. It files MGT-7A because it is an OPC, with no financial test.

The thresholds moved on 1 December 2025

The figures in section 2(85) are ceilings. The operative numbers are prescribed by rule, and they were raised to those ceilings by the Companies (Specification of definition details) Amendment Rules, 2025:

For the purposes of sub-clause (i) and sub-clause (ii) of clause (85) of section 2 of the Act, paid up capital and turnover of the small company shall not exceed rupees ten crores and rupees one hundred crores respectively.

That is G.S.R. 880(E) dated 1 December 2025, in force from the date of its publication in the Official Gazette. Read it on the MCA notification (PDF). It replaced G.S.R. 700(E) of 15 September 2022 (PDF), which had set ₹4 crore and ₹40 crore. (Both checked 2 September 2026.)

Because those figures are the ceilings written into the section itself, going higher would need an amendment to the Act, not another rule.

What actually differs between the two forms

Both forms are filed under section 92 and rule 11(1) of the Companies (Management and Administration) Rules, 2014. MCA's own headings are the plainest statement of scope: MGT-7, "Annual Return other than OPCs and Small Companies", and MGT-7A, "Abridged Annual Return for OPCs and Small Companies".

The signing difference comes straight from section 92(1). Its main clause requires a director and the company secretary, and where there is no company secretary, a company secretary in practice. The proviso then says that for an OPC and a small company the return is signed by the company secretary, "or where there is no company secretary, by the director of the company". A small company with no company secretary therefore does not need a practising professional's signature on the return itself.

MGT-8 is the other real difference. It used to be a separate certificate by a company secretary in practice; on MCA V3 it is now built into MGT-7 for the companies section 92(2) catches, which MCA describes on its MGT-7 and MGT-7A FAQ page as listed companies, or companies with paid-up capital of ₹10 crore or more, or turnover of ₹50 crore or more. MGT-7A carries nothing equivalent.

The group-particulars difference is the definition showing through the form design: a small company cannot be a holding or subsidiary company, so MGT-7A has nowhere to record one.

The due date is the same for both

Section 92(4) gives one window and it does not vary by form: a copy of the annual return is filed with the Registrar within sixty days from the date on which the annual general meeting is held, or where no AGM is held that year, within sixty days from the date on which it should have been held, together with a statement of the reasons for not holding it. (Section 92(4), checked 2 September 2026.)

Picking the wrong form does not buy or cost a single day. The date for the year being filed, and the fee and additional fee that attach to it, are on the MGT-7 form hub, which is kept current.

One gap worth naming: MGT-7A marks the AGM question "not applicable in case of OPC", and section 92(4) is written around an AGM date. We could not find an MCA statement resolving how the sixty days run for an OPC that holds no AGM, so do not take that date from this post.

MCA's small company flag, not your arithmetic, decides what you can file

This is the part that turns a settled answer into a rejected filing. MCA V3 carries a small company flag against every company, and per MCA's FAQ, "small company logic is checked as on the date of filing of the form". The flag is not recalculated from your accounts on demand. It updates only when an AOC-4 (in any of its variants), MGT-7 or MGT-7A filing is approved.

Two consequences follow, and MCA states both:

• A company that has become small during the reporting period, but whose flag still reads "No" from last year's filings, files AOC-4 first, with professional certification. The flag flips to "Yes" on approval, and only then does MGT-7A become available.
• A small company that has become a holding or subsidiary company files AOC-4 to set the flag to "No", and then files MGT-7.

MCA also asks that where the flag changes between years, the annual filings be made in sequence. The order of the filings, not just their content, is part of getting this right.

What to do next

1. Test the three exclusions in the proviso to section 2(85) before touching any numbers. A holding or subsidiary relationship settles the question on its own.
2. Read paid-up share capital and the previous year's turnover against the current limits of ₹10 crore and ₹100 crore, remembering that both have to hold.
3. Check the small company flag on MCA V3 before preparing anything, because the portal will not offer a form the flag does not support.
4. Take the due date and the fee for the financial year being filed from the MGT-7 hub, and the step by step process from the annual return filing guide.

What this does not cover

This post is the choice between the two forms. It is not the fee schedule, the additional fee, or the section 92(5) penalty for filing late, all of which sit on the form hub and move with the year.

Two things it deliberately leaves open. First, a company with turnover between ₹50 crore and ₹100 crore can now be small while sitting above the section 92(2) certification threshold, and MCA has published nothing on how those two tests interact. Second, when a return is filed for an earlier financial year, "the immediately preceding financial year" in section 2(85)(ii) has more than one plausible reading, and MCA resolves it in practice through the filing-date flag rather than by stating a rule.

For the statutory text, read section 92 on this site. Where a classification sits close to a limit, that is a question for the company's own company secretary.