Miss your company’s annual ROC filing deadline and an additional fee of ₹100 per day, per form, starts running immediately, with no upper limit. Let the default continue and it gets far more serious: if a company fails to file its financial statements or annual returns for three years in a row, every director is disqualified for five years under Section 164(2), and the Registrar can strike the company off the register. Until 15 July 2026, the CCFS scheme waives 90 percent of those accumulated additional fees.
The two annual filings
Every company has two core annual filings with the Registrar of Companies. AOC-4 carries the financial statements and is due within 30 days of the annual general meeting. MGT-7, or MGT-7A for smaller companies, is the annual return and is due within 60 days of the AGM. Both have to be filed every year, whether or not the company did any business.
What happens immediately
The day after the deadline, the additional fee starts. It is ₹100 per day, charged separately on each form, and since 2018 there is no ceiling on it. A single form left unfiled for a year crosses ₹36,000 in additional fee on its own. Two forms, two years, and you are well past a lakh of rupees before anyone has sent you a notice. The fee is mechanical and automatic, and it does not stop until you file.
What happens if the default continues
The accumulating fee is the gentle part. The real damage comes from letting the default run.
The one that ends careers is director disqualification. Under Section 164(2), if a company does not file its financial statements or annual returns for three continuous financial years, every director of that company is disqualified. The disqualification lasts five years, the director’s DIN is deactivated, and they cannot be appointed or reappointed as a director of any company during that period. One dormant company that nobody bothered to close can take down a founder’s directorships everywhere else.
Alongside that, the Registrar can treat a non-filing company as not carrying on business and strike it off under Section 248. The company and its officers in default are also exposed to penalty proceedings. None of this requires the ROC to chase you first; the consequences attach to the default itself.
How to fix a missed filing
The fix is always the same: file the pending forms. There is no version of this where waiting helps, because the fee only grows and the three-year disqualification clock keeps ticking. Get the financial statements adopted, prepare the annual return for each pending year, and file in order, oldest year first. If directors have already been disqualified, restoring their position is a separate and much harder process, which is exactly why you do not want to reach year three.
The CCFS 2026 window
If you are reading this in 2026 with filings outstanding, there is a real opportunity. The Companies Compliance Facilitation Scheme 2026 lets companies clear pending annual filings with a 90 percent waiver on the accumulated additional fees, if they file between 15 April and 15 July 2026. On a ₹2 lakh backlog of additional fees, that is a saving of around ₹1.8 lakh. The window is short and amnesty schemes are rarely extended, so if you have a backlog, use it. The full details are in our guide to the Companies Compliance Facilitation Scheme 2026.
Frequently asked questions
What is the penalty for late ROC annual filing?
An additional fee of ₹100 per day, per form, accrues from the day after the deadline, with no upper limit. AOC-4 and MGT-7 each attract the fee separately, so a multi-year, multi-form default can run into lakhs.
Can directors be disqualified for not filing annual returns?
Yes. Under Section 164(2), if a company fails to file its financial statements or annual returns for three continuous financial years, every director is disqualified for five years and their DIN is deactivated.
Can the ROC strike off a company for non-filing?
Yes. The Registrar can treat a company that has not filed and appears not to be carrying on business as liable to be struck off under Section 248.
Is there any relief for pending ROC filings in 2026?
Yes. The Companies Compliance Facilitation Scheme 2026 waives 90 percent of the accumulated additional fees on pending annual filings if the forms are filed between 15 April and 15 July 2026.
Reviewed by CS Sapna Malpani, a practising Company Secretary in Bangalore who handles ROC default regularisation and director disqualification matters. This is general information, not legal advice. About Sapna Malpani.
Last reviewed: May 2026.