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ROC Filing

MGT-7 Annual Return: Filing Guide, Due Date, Late Fees and MGT-7A Eligibility for FY 2025-26

By Tradeviser Editorial • Updated October 2026 • 9 min read

MGT-7 is the Annual Return that every company incorporated under the Companies Act 2013 must file with the Registrar of Companies every year. Unlike the financial statements in AOC-4, MGT-7 is a snapshot of the company’s structure: its shareholders, directors, share capital changes, and corporate governance details as of the last day of the financial year. Missing the deadline costs Rs. 100 per day with no ceiling, and three consecutive years of non-filing disqualifies every director from appointment in any company for five years.

This guide covers the MGT-7 due date, who qualifies for the simplified MGT-7A, mandatory CS certification rules, the information required, and the step-by-step MCA V3 filing process for FY 2025-26.

Key Takeaways

  • Due date: within 60 days of AGM (by 29 November 2026 if AGM held 30 September 2026)
  • OPCs file MGT-7A within 60 days from FY close (by 29 May 2026) since they hold no AGM
  • Small Companies (paid-up capital up to Rs. 4Cr AND turnover up to Rs. 40Cr) also use MGT-7A
  • Companies with paid-up capital Rs. 10Cr+ or turnover Rs. 50Cr+ need MGT-8 certification by a PCS
  • Late fee: Rs. 100 per day, no cap; 3 years of non-filing triggers director disqualification
  • MGT-7 discloses every member and debenture holder as of the financial year end date

MGT-7 vs MGT-7A: which form applies to you

The Companies (Management and Administration) Amendment Rules, 2021 introduced MGT-7A for Small Companies and OPCs, replacing the requirement to file the full MGT-7. Use this table to determine which form you file:

Company Type Form to File PCS Certification Required?
Public Limited Company (any size) MGT-7 Yes, if paid-up capital Rs. 10Cr+ or turnover Rs. 50Cr+
Private Limited (paid-up capital > Rs. 4Cr or turnover > Rs. 40Cr) MGT-7 Yes, if paid-up capital Rs. 10Cr+ or turnover Rs. 50Cr+
Private Limited (Small Company: paid-up capital up to Rs. 4Cr AND turnover up to Rs. 40Cr) MGT-7A Not required if turnover below Rs. 2Cr
One Person Company (OPC) MGT-7A Not required if turnover below Rs. 2Cr
Section 8 Company MGT-7 Yes, if thresholds met
Small Company eligibility check: Both conditions must be met simultaneously. A company with paid-up capital of Rs. 2 crore but turnover of Rs. 60 crore is NOT a Small Company and must file MGT-7. A company qualifies as Small Company only if BOTH thresholds are within the limits.

Due dates and late fee structure

Company Type Due Date (FY 2025-26) Reference Event
All companies except OPC 29 November 2026 (if AGM on 30 September) 60 days from AGM date
One Person Company (OPC) 29 May 2026 60 days from FY close (31 March)

The late fee is Rs. 100 per day per form from the day after the due date. There is no maximum cap. A company that files MGT-7 six months late accumulates Rs. 18,000 in late fees for that form alone. Persistent non-filing for three consecutive financial years automatically disqualifies all directors under Section 164(2) of the Companies Act 2013.

Section 164(2) disqualification: When a company fails to file MGT-7 or AOC-4 for three consecutive financial years, every person who was a director on the day the third failure occurred is automatically disqualified. They cannot be appointed or re-appointed as a director in any company for 5 years from the date of disqualification.

What MGT-7 discloses: section by section

MGT-7 is divided into multiple parts. The key disclosures are:

Section What is Disclosed
I. Registration Details CIN, date of incorporation, registered office address, principal business activity
II. Share Capital Authorised capital, paid-up capital, equity and preference shares issued, change in capital during FY
III. Debentures / Securities Outstanding debentures, NCD details, and debt securities issued if any
IV. Turnover and Net Worth Total turnover and net worth for determining applicability thresholds
V. Members Complete list of all shareholders as on the last day of the FY with name, address, folio number, shares held
VI. Promoters, Directors and KMPs DIN, name, designation, date of appointment and cessation, shareholding details
VII. Meetings Board meetings held, attendance details; AGM date and attendance
VIII. Remuneration Remuneration paid to MD, WTD, Manager, CEO, CS and CFO
IX. Penalties Penalties imposed by courts or tribunals on company, directors or officers during the FY
X. Compliance Whether the company has paid all dues, maintained registers, and complied with disclosure requirements

CS certification: MGT-8 requirements

Section 92(2) of the Companies Act requires the Annual Return to be certified by a Company Secretary in Practice (PCS) in Form MGT-8 for:

  • Listed companies (any size)
  • Companies with paid-up share capital of Rs. 10 crore or more
  • Companies with turnover of Rs. 50 crore or more

For all other companies (where neither threshold is met), MGT-7 can be signed by a Director and the Company Secretary (if one is appointed as KMP). If the company has no CS, a director can sign alone. OPCs and Small Companies filing MGT-7A are exempt from PCS certification if their turnover is below Rs. 2 crore; above Rs. 2 crore, PCS certification under MGT-8 is required.

MGT-9 discontinued: Form MGT-9 (extract of Annual Return annexed to the Board’s Report) was discontinued from FY 2020-21 onwards. Companies now provide a web link in the Board’s Report pointing to the full MGT-7 once it is filed on the MCA portal. The Board’s Report need only include this URL.

Step-by-step filing process on MCA V3

  1. Log in to MCA V3: Visit mca.gov.in and log in with director/authorised user credentials.
  2. Navigate to E-Filing: Go to MCA Services > E-Filing > Company Forms Download; download the latest MGT-7 or MGT-7A form.
  3. Pre-fill data: Enter the CIN and click Pre-Fill. Basic details like company name, address, and previous filings populate automatically. Verify all pre-filled data.
  4. Fill member details: The largest and most time-consuming section. Enter all shareholders as on 31 March 2026: name, address, shares held, PAN, and changes during the year. Preparing this in Excel in advance is recommended.
  5. Fill director and KMP details: Enter DIN, name, designation, date of appointment and cessation for each director and KMP. Ensure DIN status is Active for all.
  6. Attach documents: Attach MGT-8 certificate (if PCS certification is required). No other attachment is mandatory for MGT-7 itself.
  7. DSC: The form must be digitally signed by a director using a valid DSC whose associated DIN is KYC-compliant and Active.
  8. Upload and pay fees: Upload the signed form on MCA V3. Government fees are based on the authorised share capital. Pay via net banking or NEFT.

Common errors that delay approval

Error How to Avoid It
Filing MGT-7 instead of MGT-7A (or vice versa) Confirm Small Company status before selecting the form; check both paid-up capital and turnover
DIN status marked Deactivated for signing director File DIR-3 KYC for all directors before attempting MGT-7 filing
Member list mismatch with company’s share register Reconcile the Register of Members (MGT-1) before filling the form
Forgetting MGT-8 when thresholds are met Check paid-up capital and turnover from the audited financials before starting the filing
Filing before AOC-4 is approved (MCA cross-checks) File AOC-4 first; MGT-7 references the same AGM date and is cross-validated

MGT-7 and Annual Return Filing Support

Tradeviser handles MGT-7 and MGT-7A preparation, MGT-8 coordination with a PCS, and timely filing for Private Limited and Public Limited Companies across India.

Get Filing Support

Frequently Asked Questions

What is the MGT-7 due date for FY 2025-26?

Within 60 days of the AGM. If the AGM is held on 30 September 2026, MGT-7 is due by 29 November 2026. OPCs file MGT-7A by 29 May 2026 (60 days from the close of FY 2025-26), since they do not hold an AGM.

What is the difference between MGT-7 and MGT-7A?

MGT-7 is the full Annual Return for all companies except Small Companies and OPCs. MGT-7A is the simplified form for Small Companies (paid-up capital up to Rs. 4Cr AND turnover up to Rs. 40Cr) and OPCs. Both conditions must be met for Small Company eligibility.

Is PCS certification compulsory for MGT-7?

Yes, for companies with paid-up capital Rs. 10 crore or more, or turnover Rs. 50 crore or more, a Company Secretary in Practice must certify the Annual Return in Form MGT-8. For all other companies, a director and CS (if appointed as KMP) can sign without PCS certification.

What is the late fee for MGT-7?

Rs. 100 per day from the day after the due date, with no maximum cap. The same rate applies to MGT-7A. Three consecutive years of non-filing triggers automatic director disqualification under Section 164(2) for 5 years.

Should MGT-7 be filed before or after AOC-4?

AOC-4 should be filed first. The MCA V3 system cross-validates the AGM date entered in MGT-7 against the AOC-4 filing. Attempting to file MGT-7 before AOC-4 is approved can result in rejection or mismatch errors.