ROC Filing in India – Complete Guide

1. What is ROC Filing?

ROC Filing refers to the mandatory submission of forms and documents with the Registrar of Companies (ROC) under the Companies Act, 2013 or LLP Act, 2008.

Purpose:

• Compliance with statutory requirements

• Maintenance of company records with MCA (Ministry of Corporate Affairs)

• Public disclosure of financial statements and corporate actions

Applicable for:

• Private & Public Companies

• Section 8 Companies

• Limited Liability Partnerships (LLPs)

2. Legal Basis of ROC Filing

• Companies Act, 2013 – Sections 92, 137, 139, 150, 184, 186, 230, 248, etc.

• Companies (Filing of Documents and Forms) Rules, 2014

• LLP Act, 2008 – Sections 61, 62, 63, 65, 73

• MCA Regulations – For electronic filing using SPICe+, eForms

Key Compliance:

• Annual filing of financial statements (Balance Sheet & Profit & Loss)

• Annual Return filing

• Event-based filings (e.g., change in directors, capital, registered office, name)

3. Types of ROC Filings

4. Step-by-Step ROC Filing Process

Step 1: Identify Filing Requirement

• Determine whether it is annual filing or event-based filing (e.g., director change, share issuance).

• Check due dates to avoid penalties.

Step 2: Prepare Documents

• Financial Statements: Balance Sheet, Profit & Loss, Cash Flow

• Board Resolutions / Shareholder Approvals

• Supporting Documents:

  • Consent letters of directors (DIR-2)

  • Share allotment letters (PAS-3)

  • Utility bills / rent agreements (INC-22)

  • MCA-approved name reservation (INC-24)

Step 3: Obtain Digital Signatures

• ROC filing requires DSC (Digital Signature Certificate) of:

  • Directors / KMP for companies

  • Partners for LLPs

Step 4: Prepare MCA eForm

• Select appropriate eForm (e.g., AOC-4, MGT-7, DIR-12).

• Fill details online, attach documents in PDF format.

• Attach auditor’s certificate / report if applicable.

Step 5: Verify & Submit

• Verify with DSC.

• Pay filing fees online (MCA portal).

• Submit to ROC electronically.

Step 6: ROC Acceptance

• ROC reviews submission.

• Status updated in MCA portal as “Approved” or “Resubmission required”.

• Once approved, company receives Acknowledgment / SRN.

5. Required Documents for ROC Filing

For Annual Filing (Private/Public Companies)

1. Audited financial statements

2. Board resolutions approving accounts

3. Auditor’s report

4. Director’s report

5. Form AOC-4 & Form MGT-7

6. DSC of directors / authorized signatory

7. Fees payment receipt

For Event-Based Filings

• Change in Directors (DIR-12)

  • Board resolution

  • DIR-2 consent from director

  • Identity & address proof

• Change of Registered Office (INC-22)

  • Board resolution

  • Proof of new office (utility bill / rent agreement)

  • NOC from property owner

• Increase in Share Capital (PAS-3 / SH-7)

  • Board / shareholder resolution

  • Copy of share allotment / offer letters

  • Certificate from statutory auditor

For LLP Filings

• Annual Return (Form 11)

• Statement of Accounts (Form 8)

• DSC of designated partners

• LLP agreement (if updated)

6. Filing Deadlines

7. Common Mistakes in ROC Filing

• Late filing → heavy penalties

• Incorrect or incomplete financial data

• Missing DSC or consent letters

• Wrong eForm selection

• Not attaching supporting documents

• Filing after auditor report not ready

• Not updating changes in directors, office, or capital on time

Advisory: Maintain annual compliance calendar and document checklist.

8. Advisory Draft for Management / Company Secretary

Purpose: Ensure timely and correct ROC filing

Draft Advisory Notes:

1. Identify all required filings (annual & event-based) before due dates.

2. Prepare supporting documents in advance (board resolutions, auditor reports, approvals).

3. Ensure DSC is valid for all directors / partners signing forms.

4. Fill MCA eForms accurately with all attachments.

5. Verify forms digitally using DSC before submission.

6. Track ROC approval and obtain acknowledgment (SRN).

7. Maintain records for internal audit & future reference.

8. Avoid delay penalties by scheduling filings in advance.

9. Penalties for Non-Compliance

10. Benefits of Timely ROC Filing

• Legal compliance with Companies Act / LLP Act

• Avoid penalties & legal action

• Maintains good corporate reputation

• Required for loans, investments, or government approvals

• Provides transparent records for shareholders, auditors, and MCA

11. ROC Filing Checklist for Clients

• Identify type of filing (Annual / Event-based)

• Prepare required eForms (AOC-4, MGT-7, DIR-12, INC-22, PAS-3, etc.)

• Board / shareholder resolutions ready

• Auditor report attached (if applicable)

• Consent letters (DIR-2) & DSC valid

• Supporting documents (proof of office, share allotment, contracts)

• Pay MCA filing fees online

• Submit eForm and track SRN / approval

• Maintain acknowledgment & approved forms for records