Overview of ROC Compliance
ROC Compliance refers to the statutory filings and ongoing legal requirements that companies and LLPs must complete with the Registrar of Companies (ROC) under the Ministry of Corporate Affairs (MCA). These compliances are governed primarily by the Companies Act, 2013 (for Companies) and the LLP Act, 2008 (for LLPs). Timely ROC compliance helps maintain active status, avoid penalties, and ensures the company/LLP remains legally compliant for banking, investors, and statutory purposes.
The ROC also maintains public records of registered entities on the MCA portal, which can be inspected by stakeholders as per prescribed rules and fees.
What included in the ROC Compliance Package
- Compliance Calendar & Due Date Tracking
- Preparation of Board Report and Annual Disclosures
- Updating Statutory Registers (Members, Directors, Charges, etc.)
- Drafting of Notices and Minutes (Board Meeting / AGM where applicable)
- Annual ROC Filings (AOC-4, MGT-7 / MGT-7A, and other applicable forms)
- Director/Designated Partner Compliance Support (DIR-3 KYC, disclosures, etc.)
- Support for event-based filings (if applicable during the year)
Who Needs ROC Compliance?
ROC compliance is applicable to:
- Private Limited Companies
- Public Limited Companies
- One Person Companies (OPC)
- Limited Liability Partnerships (LLP)
Even if there is no business activity during the year, most annual ROC filings are still mandatory to keep the entity active and compliant.
Annual ROC Filings – Company & LLP
ROC Compliance for Private Limited Company / OPC
Key annual filings generally include:
- AOC-4 :– Filing of financial statements with attachments
- MGT-7 / MGT-7A (as applicable) :– Annual Return
- DIR-3 KYC :– Annual KYC for directors holding DIN
- ADT-1 :– Auditor appointment (where applicable)
- DPT-3 :– Return of deposits / outstanding loans (if applicable)
- MSME-1 :– Half-yearly return for MSME dues (if applicable)
- BEN-2 / MGT-6 :– Significant Beneficial Ownership filings (if applicable)
- Maintenance of statutory registers and routine meeting compliances
Note: OPC is not required to hold an AGM, but annual ROC filings are still mandatory.
ROC Compliance for LLP
Key annual filings generally include:
- Form 11 :– LLP Annual Return
- Form 8 :– Statement of Account & Solvency
- DIR-3 KYC :– Annual KYC for Designated Partners holding DIN
- Maintenance of books of accounts and income tax return filing as applicable
Form MGT-7 / MGT-7A (Annual Return)
This form contains key company information such as registered office details, principal business activities, shareholding pattern, directors/KMP details, member/meeting disclosures, and other statutory confirmations as required under the Companies Act and MCA rules.
Form AOC-4 (Financial Statements)
Companies are required to file their audited financial statements and relevant attachments in Form AOC-4 within the prescribed timelines after approval/adoption as per applicable rules. Where financial statements are not adopted, filing requirements apply as per MCA provisions.
Key ROC Due Dates (Indicative)
- AOC-4: Within 30 days of AGM (for companies where AGM is applicable)
- MGT-7 / MGT-7A: Within 60 days of AGM
- DIR-3 KYC: On or before 30 September (as notified)
- LLP Form 11: 30 May
- LLP Form 8: 30 October
- DPT-3: 30 June (if applicable)
- MSME-1: Half-yearly (if applicable)
Penalties for Non Compliance
Non-filing or delayed filing of ROC forms can lead to additional fees, financial penalties, and legal consequences. In serious cases, directors may face disqualification and the company/LLP may be marked non-compliant on the MCA portal, impacting banking, vendor onboarding, and funding.
For professional assistance with ROC compliance and annual MCA filings, consult experienced advisors to ensure timely submissions and full statutory adherence.
