Annual filings and event-based filings are different problems
Annual filings — AOC-4, MGT-7, Form 8, Form 11 — run on a fixed calendar every year regardless of what happened in the business, and are the ones we build a compliance calendar around for each client. Event-based filings only arise when something changes — a director resigns, capital increases, the registered office moves — and the trap is not realising a routine business decision triggers an ROC filing at all.
We ask about pending changes at every annual review specifically to catch these before the filing window closes. A share transfer between two existing shareholders, for instance, feels like a private matter between them — but it still has to be reflected in the company's statutory register and, depending on the circumstances, reported to the ROC.
Frequently asked questions
What happens if ROC annual filings are missed for a couple of years?
A late filing fee of ₹100 per day, per form, accrues with no upper limit, and missing filings for two consecutive years exposes the company to strike-off action by the Registrar.
Does a dormant company with no activity still need to file?
Yes — the obligation comes from the company's existence, not its trading activity. If there's genuinely no intention to trade, formal dormant status or a voluntary strike-off is usually cheaper than letting filings default.
How long does a director change take to reflect with the ROC?
The board resolution and consent forms can be prepared quickly; the ROC filing itself is usually completed within a few working days once documents are in order.
Can an LLP convert to a private limited company later?
Yes, this is a defined procedure under the Companies Act, commonly done when a business is about to raise external equity.
Do I need to inform the ROC every time share ownership changes?
A private company's own share transfers are typically recorded internally, but certain changes and the annual return still have to reflect the current shareholding — this is one of the areas worth confirming case by case.
What's the difference between striking off a company and formal liquidation?
A strike-off is a simpler closure route for a company with no assets or liabilities and no pending litigation. Liquidation is a more involved process used where assets and liabilities need to be formally settled.