Where the additional fee comes from
Section 403 of the Companies Act 2013 lets a company file a document after its due date on payment of an additional fee, and section 403(1) leaves the amount to the rules. The rules are the Companies (Registration Offices and Fees) Rules 2014, rule 12 and the Table of Fees annexed to them. Three things decide what a late form costs:
- the normal fee for the form, which for most forms depends on the company's nominal (authorised) share capital;
- which regime the form falls under: the flat daily fee for AOC-4 and MGT-7, the multiple table for most other forms, or the separate scale for charge forms; and
- the number of days of delay, counted from the day after the due date to the date of filing.
The additional fee is not a penalty. It is the price of having a late form accepted. Penalties under the Act are adjudicated separately (see the last section).
Step 1: the normal fee
| Nominal share capital | Normal fee per document |
|---|---|
| Below ₹1,00,000 | ₹200 |
| ₹1,00,000 to below ₹5,00,000 | ₹300 |
| ₹5,00,000 to below ₹25,00,000 | ₹400 |
| ₹25,00,000 to below ₹1 crore | ₹500 |
| ₹1 crore and above | ₹600 |
| Company without share capital | ₹200 |
Some forms have their own fee instead: SH-7 for an increase in authorised capital is charged on the amount of the increase, and certain forms such as MSME Form I carry no fee. Charge forms and the forms for an increase in capital are outside the multiple table described below.
Step 2a: AOC-4 and MGT-7, ₹100 a day
The Companies (Registration Offices and Fees) Second Amendment Rules 2018, notified on 7 May 2018, replaced the slab for the annual filings under ss.92 and 137 with a flat ₹100 for each day of delay where the due date falls on or after 1 July 2018. It applies to MGT-7, MGT-7A and every AOC-4 variant (AOC-4, AOC-4 XBRL, AOC-4 CFS). There is no upper limit, and each form is charged on its own.
| Days late | Additional fee per form | With ₹400 normal fee |
|---|---|---|
| 10 | ₹1,000 | ₹1,400 |
| 46 | ₹4,600 | ₹5,000 |
| 90 | ₹9,000 | ₹9,400 |
| 365 | ₹36,500 | ₹36,900 |
For years whose due date fell before 1 July 2018, the old slab applies up to 30 June 2018 and ₹100 a day from 1 July 2018. MCA has from time to time waived the additional fee for a particular year by General Circular, usually with a cut-off date; such a relaxation applies only to the year and forms it names.
Step 2b: other forms, the multiple table
The Companies (Registration Offices and Fees) Amendment Rules 2022, G.S.R. 12(E) of 11 January 2022, in force from 1 July 2022, set this table for most other forms, such as DIR-12, PAS-3, MGT-14, ADT-1, INC-22 and DPT-3:
| Period of delay | Additional fee | Higher additional fee |
|---|---|---|
| Up to 15 days (ss.139 and 157 forms only) | 1 × normal fee | — |
| Up to 30 days (16 to 30 days for ss.139 and 157) | 2 × normal fee | 3 × normal fee |
| More than 30, up to 60 days | 4 × normal fee | 6 × normal fee |
| More than 60, up to 90 days | 6 × normal fee | 9 × normal fee |
| More than 90, up to 180 days | 10 × normal fee | 15 × normal fee |
| More than 180 days | 12 × normal fee | 18 × normal fee |
The higher additional fee applies instead of the ordinary one when a company files INC-22 or PAS-3 late on a second or later occasion within 365 days of the previous late filing of that form. Late filings made before 1 July 2022 do not count towards that test. Section 139 is the auditor's appointment (ADT-1) and s.157 is the company's intimation of a director's DIN.
Charge forms
CHG-1 and CHG-9 are due within 30 days of creation or modification of the charge (s.77). Within the next 30 days a small company or OPC pays 3 times and any other company 6 times the normal fee. For the 60 days after that, the same multiple applies plus an ad valorem fee on the amount secured. After 120 days from creation the charge cannot be registered without condonation under s.87. The ROC filing fee calculator handles both parts.
Worked examples
All examples use ABC Infra Private Limited with nominal capital of ₹20 lakh (normal fee ₹400). The figures are illustrative.
| Form and delay | Rule applied | Additional fee | Total MCA fee |
|---|---|---|---|
| AOC-4 due 30 Oct 2026, filed 15 Dec 2026 (46 days) | ₹100 a day | ₹4,600 | ₹5,000 |
| MGT-7 due 29 Nov 2026, filed 15 Dec 2026 (16 days) | ₹100 a day | ₹1,600 | ₹2,000 |
| ADT-1 filed 10 days late | 1 × (s.139, up to 15 days) | ₹400 | ₹800 |
| DIR-12 filed 45 days late | 4 × (31 to 60 days) | ₹1,600 | ₹2,000 |
| MGT-14 filed 100 days late | 10 × (91 to 180 days) | ₹4,000 | ₹4,400 |
| PAS-3 filed 40 days late, second late PAS-3 within 365 days | Higher fee, 6 × | ₹2,400 | ₹2,800 |
The two annual forms together in the first two rows cost ₹7,000. Had both been filed 365 days late, the fee would be ₹36,900 each, ₹73,800 in all: the daily fee grows without limit, while the multiple table stops at 12 or 18 times the normal fee.
The fee is not the penalty
Paying the additional fee does not end the matter. The default can still be adjudicated by the Registrar as adjudicating officer under s.454, at the penalty set in the section breached. For the two annual filings, after the Companies (Amendment) Act 2020:
| Default | Company | Officer in default |
|---|---|---|
| Annual return, s.92(5) | ₹10,000 plus ₹100 a day of continuing default, maximum ₹2 lakh | ₹10,000 plus ₹100 a day, maximum ₹50,000 |
| Financial statements, s.137(3) | ₹10,000 plus ₹100 a day of continuing default, maximum ₹2 lakh | Managing director and CFO (or the directors charged with the duty): ₹10,000 plus ₹100 a day, maximum ₹50,000 |
Section 446B limits the penalty to one half for OPCs, small companies, start-ups and producer companies, up to ₹2 lakh for the company and ₹1 lakh for each officer. Separately, not filing financial statements or annual returns for any three continuous financial years disqualifies every director under s.164(2)(a), and a long run of non-filing exposes the company to removal from the register under s.248.
Event-based forms have their own penalty sections: s.117(2) for resolutions in MGT-14 and s.12(8) for registered office changes, for example.
Keeping the fee at nil
The cheapest late fee is the one that never arises. Count AOC-4 and MGT-7 from the AGM actually held, not from 30 September, and diarise event-based forms on the day of the event. The ROC annual compliance calendar lists the annual dates; K-Secretarial tracks due dates and status for recurring filings across every company a team handles. For the form-by-form detail, read the AOC-4 filing guide and MGT-7 vs MGT-7A.
Fee amounts are those in the Rules as on the date at the top of this page. Before paying, confirm the challan amount generated on MCA V3, and check MCA's General Circulars for any waiver for the year.
Common questions
Is there a maximum on the ₹100 per day fee for AOC-4 and MGT-7?
No. Since 1 July 2018 the additional fee for AOC-4 (all variants) and MGT-7 or MGT-7A is ₹100 for each day of delay with no cap, charged on each form separately.
What is the late fee for forms other than AOC-4 and MGT-7?
From 1 July 2022 most other forms pay a multiple of the normal fee by length of delay: 2 times up to 30 days, 4 times up to 60, 6 times up to 90, 10 times up to 180 and 12 times beyond. ADT-1 and the s.157 form pay 1 time if filed within 15 days.
When does the higher additional fee apply?
When INC-22 or PAS-3 is filed late again within 365 days of an earlier late filing of the same form. The multiples then become 3, 6, 9, 15 and 18 times the normal fee.
Does paying the additional fee avoid a penalty?
No. The additional fee only lets the Registrar accept the form. The default can still be adjudicated under s.454 at the penalty in the section concerned, such as s.92(5) or s.137(3).
Is the normal fee based on authorised or paid-up capital?
On the nominal (authorised) share capital of the company, under the Table of Fees in the Companies (Registration Offices and Fees) Rules 2014.
Sources
- Companies Act 2013, ss.92(5), 137(3), 164, 403, 446B and 454 (Ministry of Corporate Affairs)
- Companies (Registration Offices and Fees) Rules 2014, rule 12 and Table of Fees, as amended (MCA rules)
- Companies (Registration Offices and Fees) Second Amendment Rules 2018 (7 May 2018) and Amendment Rules 2022, G.S.R. 12(E), 11 January 2022 (MCA notifications)
- Companies Act 2013 (India Code)
- e-Gazette of India (notification texts)