ROC Filing
Annual filings are the ones everyone remembers. It is the event-based forms — a charge, a special resolution, an allotment, an auditor — that quietly go unfiled and turn up as a defect years later during due diligence.
Starts at ₹1,999 + MCA fees at actuals
What counts as an ROC filing?
Every company reports certain events to the Registrar of Companies within a fixed window, quite separately from its annual return and financial statements. Allot shares, create a charge, appoint an auditor, pass a special resolution, accept a loan from a director — each has a form and a deadline, usually measured in days rather than months.
These are the filings that get missed, because nothing prompts them. The annual cycle has a rhythm; event-based filings depend on somebody recognising that what just happened is a reportable event at all.
The cost of missing them is rarely immediate. It surfaces during a funding round, a bank appraisal or a buyer’s diligence, when a gap in the filing history has to be explained and regularised under time pressure.
The filings we handle most
Special resolutions and certain board resolutions must be filed within thirty days. Missing these is the most common historic defect we find.
Creation or modification of a charge within thirty days; satisfaction within thirty days of repayment. An unsatisfied old charge blocks closure and unsettles lenders.
Filed within fifteen days of the AGM at which the auditor is appointed.
Return of allotment within thirty days of issuing shares. Investors check this before releasing tranches.
Declaration of commencement of business within 180 days of incorporation. Without it, the company cannot legally borrow or commence business.
DPT-3 annually by 30 June for outstanding loans and deposits; MSME-1 half-yearly where dues to micro and small suppliers are outstanding beyond 45 days.
Documents required
Generally required
- Board or shareholder resolution authorising the event
- Notice and minutes of the relevant meeting
- Digital signature of a director and, where required, professional certification
- Company PAN, CIN and current authorised capital details
Event-specific
- For charges — the loan or security document and lender details
- For allotments — the list of allottees, consideration and valuation report where applicable
- For auditor appointment — the auditor’s written consent and eligibility certificate
- For commencement — proof that subscription money has been received in the company’s bank account
Not sure which package fits?
A specialist will map your situation to the right plan in one call.
How we work
- Identify the triggerDay 1
You tell us what happened. We tell you which form applies, what the deadline is, and whether anything else was triggered at the same time.
- Draft the paperworkDays 1–3
Notices, resolutions and minutes prepared so the corporate record supports the filing rather than being reconstructed afterwards.
- File within the windowWithin the deadline
Form filed with the Registrar, signed and professionally certified where the form requires it.
- Update the registersOn approval
Statutory registers updated to match the filing, which is what a diligence exercise actually inspects.
Transparent pricing
Single Filing
₹1,999
one event-based form
- Applicable form identified
- Resolution drafted
- Form filed
- Acknowledgement
- Register updates
- Historic gap review
Event Pack
₹7,999
up to 5 filings in a year
- Up to 5 event-based filings
- Resolutions and minutes drafted
- Registers updated
- Deadline alerts
- Historic gap review
Secretarial Retainer
₹24,999
per year, fully managed
- Unlimited event-based filings
- Historic gap review and clean-up
- Full statutory register maintenance
- Board meeting documentation
- Diligence-ready records pack
All prices are professional fees exclusive of GST at 18%. Government fees and stamp duty are charged at actuals and shown before you pay.
Common forms and their deadlines
| Event | Form | Deadline |
|---|---|---|
| Special resolution passed | MGT-14 | 30 days from the resolution |
| Charge created or modified | CHG-1 | 30 days from creation |
| Charge repaid | CHG-4 | 30 days from satisfaction |
| Auditor appointed at AGM | ADT-1 | 15 days from the AGM |
| Shares allotted | PAS-3 | 30 days from allotment |
| Business commenced after incorporation | INC-20A | 180 days from incorporation |
| Outstanding loans and deposits | DPT-3 | Annually, by 30 June |
| Dues to micro and small suppliers beyond 45 days | MSME-1 | Half-yearly, by 30 April and 31 October |
Late filing attracts additional fees that escalate with the length of delay, calculated as a multiple of the normal fee. For charge-related forms the consequences are more serious than fees alone — an unregistered charge is void against a liquidator.
Where the real risk sits
An unregistered charge is void in insolvency
Section 77 requires a charge to be registered within thirty days. A charge that was never registered is void against the liquidator and other creditors — meaning the lender loses its security entirely. Lenders normally insist on the filing for this reason, but charges created informally, or by a company in a hurry, are missed more often than you would expect.
INC-20A blocks everything until it is filed
A company cannot commence business or exercise borrowing powers until the declaration of commencement is filed within 180 days of incorporation. Newly incorporated companies that started trading without it are technically operating outside their powers, and the position has to be regularised before most funding events.
MSME-1 is widely ignored
Every company with amounts outstanding to a micro or small enterprise for more than forty-five days must file a half-yearly return in Form MSME-1. Since the tightening of section 43B(h) on the income-tax side, buyers are paying much closer attention to what they owe MSME suppliers — and this filing is the corporate-law counterpart.
MGT-14 catches more than people think
Every special resolution requires MGT-14 within thirty days, and so do certain board resolutions. Altering the articles, changing the object clause, approving a related-party transaction, borrowing beyond limits — all reportable. A company that has passed resolutions for years without filing has a long tail of gaps to regularise.
Fix gaps before diligence, not during
Historic filing gaps are almost always regularisable by filing late with additional fees. What makes them expensive is discovering them mid-transaction, when a buyer or investor is waiting and the timeline is not yours to control. A one-off review of the filing history is cheap insurance.
All forms are filed on the MCA portal under the Companies Act, 2013.
Keeping the record clean
The statutory registers matter as much as the filings. Register of members, register of directors, register of charges and register of related-party contracts are what an inspection or a diligence exercise actually asks to see, and a filing without a corresponding register entry looks like an afterthought.
Keep signed minutes for every board and general meeting. Resolutions filed with the Registrar are expected to be traceable to a properly convened meeting, and reconstructing minutes years later is both difficult and unconvincing.
If your company has had a long period without professional support, a one-time review of the last several years of filings usually finds two or three gaps. Closing them deliberately costs far less than closing them under transaction pressure.
Frequently asked questions
What is an event-based ROC filing?
Any filing triggered by a specific corporate event rather than the annual cycle — allotting shares, creating a charge, appointing an auditor, passing a special resolution. Each has its own form and a deadline usually measured in days.
What happens if I file late?
Additional fees apply, calculated as a multiple of the normal fee and increasing with the length of delay. For charge registrations the consequence is more serious: an unregistered charge is void against a liquidator.
When is MGT-14 required?
Within thirty days of passing any special resolution, and for certain board resolutions. It is the most commonly missed filing and the one that most often shows up as a historic gap.
What is INC-20A?
The declaration of commencement of business, filed within 180 days of incorporation once subscription money is received. A company cannot legally commence business or borrow until it is filed.
Who has to file MSME-1?
Any company with amounts outstanding to a micro or small enterprise for more than forty-five days. It is filed half-yearly, by 30 April and 31 October.
Can old missed filings be fixed?
Yes, in almost all cases, by filing late with additional fees. It is far cheaper to do this proactively than during a funding round or acquisition when the timeline is not under your control.
Official references
The statutory sources behind this page. We keep our guidance aligned to them — verify anything time-sensitive directly.
- Ministry of Corporate AffairsCompanies Act filings, forms and fee schedules
- Income Tax DepartmentReturns, forms, rates and e-filing utilities
Content on this page is reviewed by a chartered accountant or advocate at LexVerge LLP. It is general guidance, not advice on your specific facts.