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Registrar of Companies - ROC Compliance

ROC stands for the Registrar of Companies, which is a government office under the Ministry of Corporate Affairs (MCA). While "Registration of Compliances" is a common way to describe it, the official term is ROC Compliance—the mandatory legal requirement for every Company and LLP in India to file their financial and administrative data with the government every year.

1. What is the ROC?

The ROC is the "watchdog" of the corporate world in India. Every State has its own ROC office (e.g., ROC Mumbai, ROC Delhi). Its job is to:

• Maintain a public record of all registered businesses.
• Ensure that companies are operating transparently.
• Monitor whether companies are holding meetings and paying debts

2. The "Must-File" Annual Compliances (2026)

Every company, even those with zero turnover, must file these forms annually to avoid being "struck off" (shut down) by the government.

3. Event-Based Compliances

Unlike annual filings, these are "triggered" only when a specific change happens in your business:

• DIR-12: Filed within 30 days of appointing or removing a Director
• INC-22: Filed if you change your Registered Office address
• PAS-3: Filed if the company issues new shares to someone.
• SH-7: Filed if you increase your Authorized Share Capital.

4. Big Update: The CCFS-2026 Scheme

If your company has missed previous filings, the government has just launched the Companies Compliance Facilitation Scheme (CCFS), 2026.

• Window: April 15, 2026, to July 15, 2026.
• Benefit: You can file old, pending returns by paying only 10% of the usual penalty. This is a rare "clean-up" opportunity to avoid director disqualification.

5. Consequences of Non-Compliance

• Fines: Standard late fee is ₹100 per day per form.

• Disqualification: Directors of non-compliant companies can be banned from starting or managing any other company for 5 years.
• Dormancy: If you don't file for 2 years, the ROC assumes the business is dead and removes it from the register.

Pro Tip: In 2026, the MCA portal requires a geotagged and timestamped photo of your registered office signage to be attached to your Annual Return (MGT-7). Make sure your office board is clearly visible!

Section 8 Company - ROC  

For an NGO registered as a Section 8 Company, ROC (Registrar of Companies) compliance is mandatory to maintain its "Active" status and tax-exempt benefits. Unlike a Trust or Society, a Section 8 Company must follow the strict digital filing ecosystem of the Ministry of Corporate Affairs (MCA).

1. Mandatory Annual ROC Forms

These must be filed every year, regardless of whether the NGO had any activity or donations.

2. Special Relief: CCFS-2026 Scheme

If your NGO has missed filings for previous years, the government has introduced a one-time "clean-up" window in 2026.

• Scheme Name: Companies Compliance Facilitation Scheme (CCFS), 2026.
• Window: 15th April 2026 to 15th July 2026.
• The Benefit: You can file all pending old forms (AOC-4, MGT-7, etc.) by paying only 10% of the normal penalty fees. This is a 90% discount on late fees to help NGOs regularize their status.

3. Event-Based ROC Forms

These are only required if a specific change occurs within the NGO:

• DIR-12: Filed within 30 days of appointing or removing a Director.

• INC-22: Filed if the NGO changes its Registered Office address.
• MGT-14: Filed for specific Board Resolutions (though Section 8 companies have exemptions for many resolutions that private companies must file).
• INC-12: If you need to apply for or renew the Section 8 License itself.

4. Key NGO-Specific Relaxations

Section 8 Companies enjoy a few "perks" compared to regular Private Limited companies:

• Board Meetings: You only need to hold one meeting every 6 months, whereas private companies must hold four per year.

• Notice Period: General Meetings can be called with just 14 days' notice (instead of 21 days).
• Stamp Duty: Usually exempted or highly subsidized on the Memorandum and Articles of Association.

Warning: If an NGO fails to file AOC-4 or MGT-7 for two consecutive years, the ROC can cancel its Section 8 License and "Strike Off" the company. Once the license is cancelled, all tax exemptions (12A/80G) are automatically at risk.