Every company that sits on the MCA register files an annual return and a set of financial statements each year, whether it traded or not. That takes in a private limited company in Whitefield billing every month and a two director company in Yelahanka that has not raised an invoice since incorporation. It does not take in a partnership firm, a proprietorship or a society, none of which are on that register at all. An LLP has its own pair of forms and its own dates. If your company holds a CIN issued in Karnataka, the rest of this page is written for you.
Does annual ROC filing apply to your Bengaluru company this year?
Three things settle it. The first is what you registered as. A private limited company, a one person company and a public company all file AOC-4 for the financial statements, and the annual return form is where they part company. A small company and a one person company file MGT-7A. Everyone else files MGT-7. Small here means paid up capital of up to ₹4 crore and turnover of up to ₹40 crore, and crossing either line changes the form you use.
The second is your first year. A company incorporated in Bengaluru in January closes its first financial year on 31 March and files for that stub period like anyone else. Founders assume that first year is free. It is not, and a stub year is where new Bengaluru companies most often start their penalty history.
The third is whether the company traded. A nil year is filed exactly like a busy one. Registering as dormant does not switch off AOC-4 or the annual return either, and it adds Form MSC-3 to the year rather than removing anything.
What has to be ready in your records before anyone can file?
The filing is only as honest as the year you hand over. Before a form is opened, this is the pile we ask for:
- Audited financial statements with the auditor's report, the notes and every schedule signed off
- The board's report for the year, the directors' responsibility statement and the AGM notice with its date
- A clean shareholding record covering allotments, transfers and the position on the last day of the year
- Director and key managerial personnel details, including any change of office during the year
- The registered office particulars exactly as they stand in MCA records, with the rent agreement if the address moved
- Digital signature certificates that have not expired, for the director who will sign
Two of these break more Bengaluru filings than the rest put together. An expired signature certificate discovered on the day of filing costs a week. A share transfer that was minuted but never entered in the register forces the annual return to be redone.
When is the return due, and how is that date counted?
The deadline is not a fixed calendar day. It is counted off your annual general meeting, which is why two companies with the same year end can owe their forms in different weeks.
Count it in this order. The AGM is held within six months of the close of the financial year, so 30 September for a year ending 31 March, and no more than fifteen months may pass between one AGM and the next. AOC-4 then goes in within 30 days of that meeting. The annual return follows within 60 days of it. Hold the meeting on 12 August and both dates move forward with it, because the meeting is the anchor and September is not.
Two variations catch people. A first AGM runs on nine months from the close of the first financial year. A one person company holds no AGM at all and files AOC-4 within 180 days of the year end.
What does a late AOC-4 or annual return cost you?
On these two forms the additional fee is not a multiple of the normal fee. It runs at ₹100 for each day of delay, on each form, and it does not stop climbing on its own. The statutory penalty sits on top of it.
| Default | Who carries it | What it runs to |
|---|---|---|
| Annual return filed late | The company and every officer in default | ₹10,000, then ₹100 a day, up to ₹2 lakh for the company and ₹50,000 for an officer |
| Financial statements filed late | The company | ₹10,000, then ₹100 a day, up to ₹2 lakh |
| Financial statements filed late | The managing director and the chief financial officer | ₹10,000, then ₹100 a day, up to ₹50,000 |
| Nothing filed for three financial years running | Every director on that board | Ineligible for appointment or reappointment for five years |
| No business found at the registered office | The company | Physical verification by the registrar, then strike off action |
The disqualification is the one that travels. A director who is caught by it vacates office in every other company on the same day, which is how one neglected shell takes down three working businesses in the same group. Strike off is the other tail risk, and it bites hardest on companies whose registered office is a coworking desk nobody has updated.
How do AOC-4 and the annual return reach ROC Bengaluru?
None of this is a counter visit. Both forms are filed on the MCA V3 portal, signed with a digital signature and certified by a practising professional. The reviewing office for a company registered anywhere in Karnataka is ROC Bengaluru, which the MCA also writes as ROC Bangalore.
- We take the trial balance, the audited statements and your register extracts, and tell you inside two working days what is missing.
- We draft the board's report and the AGM paperwork, then map every figure into AOC-4 and the annual return.
- You approve the filled forms and the professional certification before anything is uploaded anywhere.
- Both forms go up on MCA V3 against your CIN, which carries KA for the state, and reach ROC Bengaluru the same day.
- We keep the acknowledgment, the SRN and the signed set, and hand you the dates for next year in writing.
One registrar serves the whole of Karnataka, so a company in Peenya, one in HSR Layout and one in Yelahanka all sit on the same register, kept at Kendriya Sadana in Koramangala. Since 16 February 2026 the Regional Director for the South-Western Region has also sat at Bengaluru, and that is where an appeal against an adjudication order on a late filing is heard.
Which Bengaluru companies get caught by this most often?
Four patterns come back to us every October.
- An aerospace components and testing venture in Yelahanka, where the audit closes late because a customer sign off is still pending
- A SaaS founder in Koramangala who raised a seed round and now needs three clean filing years for a data room, having skipped the first
- A company whose only working director is abroad, where the signature certificate expires quietly and nobody notices until filing day
- A company running from a coworking desk in Indiranagar, where the registered office record has drifted away from where people actually sit
- A group of three companies handled by three different people, so one of them is missed almost every year
The last pattern is the expensive one, because the consequence attaches to the director rather than to the company that defaulted.
Why file with LegalX India in Bengaluru?
Because a year is a record before it is a form. We work backwards from what the MCA already holds about your company, then reconcile it against what the board actually resolved and what the audited numbers say, and only then does a form get opened. Annual ROC Filing starts at ₹10,499 and takes 7 to 10 days once the documents are complete, with a CA and a CS on the file. For the national picture on forms, thresholds and dates, read the full annual ROC filing process nationwide. For your own dates, send us the incorporation certificate and last year's acknowledgment and we will tell you exactly where you stand.