What happens if you miss the ROC annual filing deadline

Four things, and they arrive in that order. An additional fee of ₹100 a day starts the day after the due date and has no ceiling. A penalty under section 92(5) or section 137(3) of the Companies Act 2013 can then be imposed on top of it, on the company and on its officers separately. After three continuous financial years of default, section 164(2) disqualifies every director of that company for five years. (Checked against MCA, 3 September 2026.)

Strike-off is the last rung, and under section 248(7) it does not clear what is already owed.

The first two are different exposures, and the difference is what most readers get wrong. The additional fee is a charge, paid at the moment of upload. The penalty is a liability, imposed afterwards by an order, and it names people. Paying one does not settle the other.

The fee runs at ₹100 a day and nothing stops it but filing

The rate is set by the first proviso to section 403:

Provided that where any document, fact or information required to be submitted, filed, registered or recorded, as the case may be, under section 92 or 137 is not submitted [...] within the period provided in those sections, without prejudice to any other legal action or liability under this Act, it may be submitted [...] after expiry of the period so provided in those sections, on payment of such additional fee as may be prescribed, which shall not be less than one hundred rupees per day and different amounts may be prescribed for different classes of companies

That text is from the Companies Act 2013 as published by MCA (PDF). The prescribed amount is ₹100 a day: MCA's instruction kit for webform AOC-4 (PDF) gives it in its additional-fee table as "Delay beyond period provided under Section 92(4) of the Act, 100 per day", the same again for section 137(1), and the arithmetic as posting date minus due date, times 100.

It is charged per form, because AOC-4 and MGT-7 fall due under different sections and each runs its own clock. It has no ceiling, which MCA states in its own words in General Circular 01/2026: ₹100 a day "without any upper limit". And it ends only on filing, not on a notice and not at the end of the year.

The due date for the year being filed is on the MGT-7 hub and the AOC-4 hub, and what a delay has cost so far is on the AOC-4 and MGT-7 late fee calculator. Other late forms are not on this regime at all: they pay a multiple of the normal fee, which is what the MCA fee calculator works out.

There is a scheme on this, and its end date is the thing to check

MCA introduced the Companies Compliance Facilitation Scheme, 2026 (CCFS-2026) by General Circular 01/2026 dated 24 February 2026 (PDF), under section 460 read with section 403. A company filing pending annual forms under the scheme pays the normal fee plus 10 per cent of the additional fee otherwise payable. The circular lists the forms it covers, MGT-7, MGT-7A, AOC-4 and its variants, ADT-1, FC-3 and FC-4, and the companies it shuts out, including any already facing a final strike-off notice.

The scheme opened on 15 April 2026 and was extended to 31 August 2026 by General Circular 03/2026 dated 8 July 2026 (PDF). We could not confirm on MCA whether it has been extended again, so take the current end date from the MCA circulars page rather than from this post. (Both circulars checked 3 September 2026.)

What the scheme says about the day after it ends is worth reading in full:

At the conclusion of the Scheme, the Registrars of Companies concerned shall take necessary action under the Act against the companies who have not availed this Scheme and are in default of filing these documents in a timely manner.

The penalty is a separate liability, and it names the officers

Section 403(2) is the provision that keeps the two apart:

Where a company fails or commits any default to submit, file, register or record any document, fact or information under sub-section (1) before the expiry of the period specified in the relevant section, the company and the officers of the company who are in default, shall, without prejudice to the liability for the payment of fee and additional fee, be liable for the penalty or punishment provided under this Act for such failure or default.

"Without prejudice to the liability for the payment of fee and additional fee" is the whole point. The fee is not a settlement. MCA draws the same line in CCFS-2026 itself, noting that liability to pay penalties, "[not the fees for filing of documents under section 403 of the Act]", is unchanged by filing under the scheme.

The two annual-filing penalties are not drafted the same way.

The right-hand column is the one that surprises people. Section 137(3) never uses the phrase "officer who is in default": it names the managing director and the chief financial officer, and where there is neither, falls through to the director the Board put in charge of the section, and failing that to all the directors of the company.

Section 92(5) does use the phrase, and section 2(60) defines it. The clause that decides most small companies is the third:

(iii) where there is no key managerial personnel, such director or directors as specified by the Board in this behalf and who has or have given his or their consent in writing to the Board to such specification, or all the directors, if no director is so specified;

If the Board never specified anyone, it is all of them. Section 446B softens the amount but not the exposure: for a One Person Company, a small company, a start-up company or a Producer Company, and for its officers in default, the penalty is "not more than one-half of the penalty specified in such provisions", capped at ₹2,00,000 for a company and ₹1,00,000 for an officer.

Filing early enough can take the penalty away

Penalties under these sections are not charged by the portal. They are imposed by an adjudicating officer under section 454, after a hearing, with an appeal to the Regional Director within sixty days. The proviso to section 454(3) is the practical part:

Provided that in case the default relates to non-compliance of sub-section (4) of section 92 or sub-section (1) or sub-section (2) of section 137 and such default has been rectified either prior to, or within thirty days of, the issue of the notice by the adjudicating officer, no penalty shall be imposed in this regard and all proceedings under this section in respect of such default shall be deemed to be concluded.

Filing before the adjudicating officer's notice, or within thirty days of it, ends the penalty proceeding. It does nothing to the additional fee, which was payable at upload and stays paid. (Sections 92(5), 137(3), 403, 446B and 454, checked 3 September 2026.)

Three financial years of default disqualifies every director

This is the rung at which the default stops being the company's alone.

(2) No person who is or has been a director of a company which—

(a) has not filed financial statements or annual returns for any continuous period of three financial years; or

(b) has failed to repay the deposits accepted by it [...]

shall be eligible to be re-appointed as a director of that company or appointed in other company for a period of five years from the date on which the said company fails to do so

The clause attaches to the person, catches anyone who "is or has been" a director of the defaulting company, and blocks appointment in any other company for five years. The full text is on section 164 on this site.

Section 167(1)(a) then decides the seats already held, and its proviso inverts what most people expect:

Provided that where he incurs disqualification under sub-section (2) of section 164, the office of the director shall become vacant in all the companies, other than the company which is in default under that sub-section

The director keeps the board seat at the company that caused the problem and loses every other one. The proviso to section 164(2) holds one narrow shelter: someone appointed into a company that is already in default does not incur the disqualification for six months from appointment. The default is reported to the Registrar by the company itself, in Form DIR-9, under section 164 read with rule 14(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014. (Sections 164(2) and 167(1), checked 3 September 2026.)

Strike-off does not clear what is owed

One correction first, because it is stated wrongly almost everywhere: missing an annual filing is not itself a ground for strike-off. Section 248(1) lists the grounds, and the one that carries this situation is that the Registrar has reasonable cause to believe

(c) a company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company under section 455

The Registrar notifies the company and all of its directors, and on publication in the Official Gazette under section 248(5) the company stands dissolved. MCA publishes those notices on its strike-off notices by the Registrar (STK-7) page.

Dissolution is not an exit from the liability. Section 248(7):

The liability, if any, of every director, manager or other officer who was exercising any power of management, and of every member of the company dissolved under sub-section (5), shall continue and may be enforced as if the company had not been dissolved.

Nor does the five-year disqualification lapse with the company, because section 164(2) runs from the date the company failed, not from the date it was struck off.

What to do next

1. Establish which financial years are open on the register, form by form. Every rung counts financial years of default, not months, and AOC-4 and MGT-7 default independently.
2. Price the exposure as two numbers rather than one: the additional fee, and the section 92(5) or 137(3) penalty, which is imposed separately and is not paid at upload.
3. Check the MCA circulars page for the current status of CCFS-2026 before filing anything late. The 10 per cent concession applies only while the scheme is in force.
4. Count three continuous financial years of default across every company a director sits on, since section 164(2) is the rung that reaches beyond the defaulting one.
5. Where an adjudication notice has already issued, note its date. The proviso to section 454(3) turns on thirty days.

What this does not cover

This post is the escalation, not the filing. The due date for a given financial year, the fee for a given authorised capital and the procedure itself are on the form hubs and the guides, which move with the year. It leaves out prosecution, compounding under section 441, the DIR-10 route out of a disqualification, and restoration of a struck-off company under section 252.

One thing we could not verify: whether CCFS-2026 has been extended past 31 August 2026. Two non-official sources say it has, to 15 September 2026, by a General Circular 04/2026 dated 31 August 2026, and that circular was not findable on mca.gov.in to confirm. Do not take the scheme's end date from here.

And one thing we deliberately will not do: tell you what your company should file. Which years are open, whether a director sits inside the six-month proviso, and whether a notice has already issued are questions for the company's own company secretary.