Business Registrations & Compliance#087

Understanding Annual return filing — Form MGT-7 / MGT-7A

File your company's annual return with MCA21 by November 29 each year (60 days after AGM).

At a glance

Jurisdiction

Central — Registrar of Companies (ROC), Ministry of Corporate Affairs; applicable to all companies registered under the Companies Act, 2013 across India

Who applies

Every company registered under the Companies Act, 2013 — Private Limited, Public Limited, OPC, and other company types — must file an annual return. OPCs and small companies having turnover up to ₹2 crore file Form MGT-7A (simplified return); all others file MGT-7.

Typical time

Filing can be done any time before the due date; processing by MCA is automatic upon correct submission

Fee

Fee based on authorised share capital: ₹200 (up to ₹1 lakh capital); ₹300 (₹1 lakh – ₹5 lakh); ₹400 (₹5 lakh – ₹25 lakh); ₹500 (₹25 lakh – ₹1 crore); ₹600 (above ₹1 crore). Additional late filing fee: ₹100 per day per form beyond the 60-day due date, with no cap.

Who should use this process

✓All companies incorporated under the Companies Act, 2013 or Companies Act, 1956 must file an annual return every financial year
✓The annual return must be filed within 60 days from the date of the Annual General Meeting (AGM)
✓For OPCs (One Person Companies), the annual return must be filed within 60 days from the completion of the financial year (OPCs are not required to hold AGMs)
✓A practising Company Secretary must certify the MGT-7 form for listed companies and companies with paid-up share capital of ₹10 crore or more or turnover of ₹50 crore or more

Who does NOT need to apply

✕LLPs file a separate annual return (Form 11) with the ROC — they do not use MGT-7 / MGT-7A
✕OPCs and small companies (as defined under Section 2(85)) use the simplified Form MGT-7A
✕Section 8 companies (not-for-profit) must also file MGT-7 and are not exempt

Documents required

#	Document	Type needed	Purpose
1	List of shareholders (as on date of AGM)	Download / Print	Required as an attachment to MGT-7; lists all shareholders, number of shares held, and any transfer/transmission during the year
2	List of debenture holders (if applicable)(optional)Required only for companies that have issued debentures	Download / Print	Required if the company has issued debentures; lists all debenture holders and their holdings
3	Minutes of AGM	Original	Confirms the date of the AGM from which the 60-day filing deadline is counted; may be requested by ROC during inspection
4	Certificate from practising Company Secretary — Form MGT-8 (for specified companies)(optional)Required for listed companies and companies with paid-up capital ≥ ₹10 crore or turnover ≥ ₹50 crore	Original	CS certification that the annual return discloses all facts correctly; mandatory for listed and large companies
5	DSC of the authorised signatory (director / company secretary)	Soft copy (PDF)	Required to digitally sign and submit Form MGT-7 / MGT-7A on the MCA portal

Original documents: Carry originals only for in-person visits — do not hand them over permanently unless explicitly required.

Step-by-step guide

1
Hold the Annual General Meeting (AGM)
Offline
Hold the AGM by the statutory deadline: on or before 30 September each year (or 31 December for first AGM if incorporated after 1 April). At the AGM, adopt the financial statements, appoint auditors, declare dividends (if any), and conduct other required business. Record the date of AGM — the 60-day clock for MGT-7 starts from this date.
By 30 September each year
2
Prepare the annual return data
Offline
Compile data required for MGT-7 / MGT-7A: registered office address, details of promoters and directors (with DIN, shareholding), details of shares held and transferred during the year, details of debentures/bonds, details of meetings held (board and general meetings), related party disclosures, and details of penalties/compounding orders if any.
5–10 working days
3
Prepare and certify Form MGT-7 / MGT-7A on MCA portal
Online
Log in to the MCA21 v3 portal. Navigate to E-Filing > Company Forms Filing > MGT-7 or MGT-7A. Fill all fields online or download the form, fill offline and upload. For companies requiring CS certification, have the practising CS review and certify (Form MGT-8 to be attached).
2–3 dayshttps://www.mca.gov.in/mcafoportal/showlogin.do
4
Digitally sign the form
Online
The form must be digitally signed by a director (with DSC) and, if applicable, a practising Company Secretary. Ensure the DSC is valid and attached to the MCA portal before attempting to sign.
1 day
5
Pay the filing fee and upload
Online
Calculate and pay the applicable filing fee based on the company's authorised share capital via the MCA payment gateway. Upload the completed, signed MGT-7 / MGT-7A with all attachments.
Same dayhttps://www.mca.gov.in
6
Track SRN and download acknowledgement
Online
After submission, a Service Request Number (SRN) is generated. Track the SRN status on the MCA portal. Upon successful processing, download the filing acknowledgement as proof of timely filing. The annual return is available in the company's filing history.
1–3 working days for processing

Government officers involved

Registrar of Companies (ROC)

Ministry of Corporate Affairs, Office of the ROC for the relevant state

All steps (regulatory oversight)

Receives and maintains annual returns; may issue notice if return contains deficiencies or is filed late

Practising Company Secretary (CS)

Institute of Company Secretaries of India (private professional)

Steps 3 and 4

Certifies MGT-7 for listed companies and large companies via Form MGT-8; also verifies and signs the annual return as CS of the company

Government portals

MCA21 v3 Portal

https://www.mca.gov.in

Filing MGT-7 / MGT-7A, paying fee, tracking SRN status, and downloading filing acknowledgement

MCA Master Data Search

https://www.mca.gov.in/mcafoportal/showCheckCompanyName.do

Checking a company's existing filings and annual return status

Things to watch out for

₹100 per day late fee with no cap

If MGT-7 / MGT-7A is not filed within 60 days of the AGM, a late filing fee of ₹100 per day per form accumulates with no upper limit. A company that files 6 months late owes ₹18,000+ in additional fees. Directors may also be held liable for prosecution.

Annual return and financial statements are separate filings

MGT-7 / MGT-7A (annual return) and AOC-4 (financial statements) are two separate MCA forms with different due dates. Filing one does not excuse non-filing of the other. Both must be filed every year.

Non-filing leads to director disqualification

Under Section 164(2) of the Companies Act, a director of a company that fails to file annual returns for 3 consecutive financial years is automatically disqualified as a director of all companies (not just the defaulting company) for 5 years. This can have serious consequences for directors who are on multiple company boards.

DSC must be valid and registered on MCA portal before filing

The director's DSC used to sign the MGT-7 must be registered and active on the MCA portal. If the DSC has expired or is not linked to the director's DIN, the form cannot be submitted. Renew DSC and re-link on MCA well before the due date.

Errors in the annual return cannot easily be corrected

Once MGT-7 / MGT-7A is filed and processed by MCA, corrections require filing an addendum or condonation application. Errors in shareholding data or director details in the annual return can create discrepancies in the MCA Master Data that are difficult to rectify.