MGT-7 and MGT-7A Annual Return: A Founder's Filing Guide

Key takeaways

• Form MGT-7 is the annual return every Indian company files with the Registrar of Companies (ROC) under Section 92 of the Companies Act, 2013. It reports who owns and runs the company, not its financial performance.
• Form MGT-7A is a shorter version of the same return, available only to One Person Companies (OPCs) and small companies. A small company is one with paid-up share capital up to ₹10 crore and turnover up to ₹100 crore, as of the current MCA threshold effective 1 December 2025.
• MGT-7 and AOC-4 report different things: company structure versus financial statements. But on the MCA portal, AOC-4 must be filed first. MGT-7 pulls its paid-up capital and turnover figures from the filed AOC-4, so filing MGT-7 first gets rejected by the system.
• MGT-7 is due 60 days from the company's Annual General Meeting (AGM). AOC-4 is due 30 days from the AGM.
• A company secretary in practice must certify MGT-7 if the company is listed, or its paid-up capital is ₹10 crore or more, or its turnover is ₹50 crore or more.
• Late filing attracts a penalty on the company and every officer in default under Section 92(5), separate from the daily late fee charged for the form itself. Companies with pending filings can currently use the CCFS-2026 scheme to reduce that cost.

What is Form MGT-7

Form MGT-7 is the annual return that every company registered in India must file with the Registrar of Companies (ROC), the government office that maintains a company's official records under the Companies Act, 2013. The requirement comes from Section 92 of the Companies Act, 2013, which states that every company must prepare a return each financial year containing specific details about itself.

MGT-7 doesn't report profit, loss, or cash flow. Instead, it reports the company's structure: who owns it, who manages it, and how it's organised. Every company incorporated in India, whether private or public, must file MGT-7 unless it qualifies for the simplified MGT-7A form.

What is Form MGT-7A and who needs to file it

Form MGT-7A is an abridged version of the annual return, meaning it asks for less information than MGT-7. It was introduced through the Companies (Management and Administration) Amendment Rules, 2021, and applies from the financial year 2020-21 onwards.

Only two categories of company can file MGT-7A instead of MGT-7:

• One Person Companies (OPCs): a company with a single individual as its only member.
• Small companies: a company, other than a public company, whose paid-up share capital does not exceed ₹10 crore and whose turnover does not exceed ₹100 crore. These are the current thresholds under Section 2(85) of the Companies Act, 2013 read with Rule 2(1)(t) of the Companies (Specification of Definition Details) Rules, 2014, effective from 1 December 2025. A holding company, a subsidiary company, or a company registered under Section 8 cannot qualify as a small company even if it meets these financial limits.

MGT-7A asks for the same broad categories of information as MGT-7, but with fewer disclosure fields, since a small company or OPC's structure is typically simpler and doesn't need the same level of governance detail (such as attendance records across multiple board committees) that a larger company's annual return would include.

When Form MGT-7 must be filed

The MGT-7 due date is tied to the company's AGM, the yearly meeting at which shareholders review the company's performance and approve key matters. Under Section 92(4), the return must be filed within 60 days of the date the AGM was held.

If a company doesn't hold its AGM at all in a given year, the 60-day clock still starts, counted from the date on which the AGM should have been held. In that case, the company must also state in its filing why the AGM wasn't held. Failing to hold the AGM at all is a separate default from late-filing MGT-7: it attracts its own penalty under Section 99, on top of whatever follows from a late annual return.

Since most companies are required to hold their AGM by 30 September following the end of the financial year, the MGT-7 due date for most companies works out to on or around 29 November.

What information Form MGT-7 must contain

Section 92(1) sets out the categories of information a company must disclose in its annual return, as they stood on the close of the financial year:

• Registered office and business activities: the company's registered address and its principal lines of business, along with details of any holding, subsidiary, or associate companies.
• Shares, debentures, and shareholding pattern: the classes of securities the company has issued and who holds them.
• Indebtedness: the company's outstanding borrowings as of the financial year-end.
• Members and debenture-holders: details of shareholders and debenture-holders, and any changes to that list since the previous financial year.
• Promoters, directors, and KMP: who these individuals are, along with any changes during the year.
• Meetings: details of member meetings, board meetings, and committee meetings, including attendance.
• Remuneration: amounts paid to directors and KMP during the year.
• Penalties or compounding of offences: any penalty or punishment imposed on the company or its officers, and details of any compounded offences.

When a company secretary must certify Form MGT-7

For most companies, a director can sign and file MGT-7 without further certification. But under Rule 11(2) of the Companies (Management and Administration) Rules, 2014, a company secretary in practice, meaning a company secretary who is independently qualified to certify statutory filings rather than one employed by the company, must certify the annual return if any of these apply:

• The company is listed on a stock exchange.
• The company's paid-up share capital is ₹10 crore or more.
• The company's turnover is ₹50 crore or more.

This certification exists as an independent check: it requires a qualified professional outside the company's own management to confirm that the annual return is accurate and that the company has complied with the Act, adding a layer of accountability once a company reaches a size where governance failures would affect a larger number of stakeholders. This is filed as an MGT-8 certification.

How to file Form MGT-7 on the MCA V3 portal

Filing MGT-7 happens entirely online through the MCA V3 portal. The earlier MCA V2 portal has been permanently decommissioned, so the older download-the-form-and-upload-it process no longer applies.

1. Log in and open the form. Log in with a business user ID. This can be a director, the company, or an authorised professional. Then go to MCA Services → Company e-Filing → Annual Filing, and select MGT-7 (or MGT-7A, if the company qualifies).
2. Enter the company's CIN. This auto-populates registration details already on file: PAN, registered email and website, date of incorporation, class of company, and whether the company has share capital or is listed.
3. Confirm the financial year and filing type. Select the financial year the return covers, and confirm this is an original filing. A "revised" filing option exists only for a specific case i.e. a return filed before the AGM was actually held, which then needs revising once the AGM date is confirmed. It isn't a general correction mechanism for filing errors.
4. Complete the registered office and AGM details, including the registered office's GPS coordinates (as on the filing date and as on the financial year-end date) and a photograph of the registered office showing the building's exterior with the company's name, CIN, and address visible on a display board.
5. Complete the share capital and shareholding sections. This covers classes of shares, authorised/issued/subscribed/paid-up capital, the physical-versus-demat breakup, any allotments or buybacks during the year, and the shareholding pattern broken down by promoter and public categories. 
6. Complete the turnover, directors, meetings, and remuneration sections. Turnover and net worth (as defined under the Companies Act) feed into whether the company remains eligible for MGT-7A or must file the full MGT-7. Director and KMP details, meeting attendance, and remuneration are entered here, each with a "nil" option where nothing applies.
7. Complete the certification section, if applicable. Where the company crosses the CS-certification thresholds, the certification fields and the practising company secretary's details are completed directly within the MGT-7 form rather than as a separate MGT-8 attachment.
8. Upload attachments and complete the declaration, including the list of shareholders and debenture-holders (via template), and the Rule 94 declaration by an authorised director.
9. Attach digital signatures. Both the director's and, where applicable, the practising company secretary's DSC are applied at this stage.
10. Review the complete form and submit, then pay the filing fee and retain the challan and acknowledgement.

Once filed, MGT-7 generally cannot be revised for correction, only for the AGM-timing scenario described in step 3. 

What happens if Form MGT-7 is filed late

Missing the 60-day deadline triggers two separate costs.

The first is an additional filing fee, charged at ₹100 for every day of delay, with no upper limit. This is a fee for the delay itself, on top of the normal filing fee.

The second is a penalty under Section 92(5) of the Companies Act, 2013. If a company fails to file MGT-7 within the deadline, the company and every officer in default become liable to a penalty of ₹10,000, plus a further ₹100 for each day the failure continues, subject to a maximum of ₹2,00,000 for the company and ₹50,000 for each officer in default. This is the position as amended by the Companies (Amendment) Act, 2020, with effect from 21 December 2020. 

Section 446B of the Act halves this penalty for One Person Companies, small companies, start-up companies, and Producer Companies, subject to a lower cap of ₹2,00,000 for the company and ₹1,00,000 for each officer in default.

Beyond the monetary penalty, repeated non-filing carries consequences that compound over time. Two consecutive years of non-filing can trigger strike-off proceedings under Section 248, meaning the ROC can remove the company from its register entirely. Three consecutive years of non-filing can disqualify the company's directors under Section 164(2), meaning they become ineligible to be appointed or continue as a director of any company for five years. 

The CCFS-2026 scheme for pending filings

Companies with overdue MGT-7, MGT-7A, or AOC-4 filings from earlier years can currently reduce that cost using the Companies Compliance Facilitation Scheme, 2026 (CCFS-2026), introduced by MCA General Circular No. 01/2026 dated 24 February 2026. The scheme allows overdue filings to be completed at 10% of the accumulated additional fee under Section 403, instead of the full daily rate, and also offers a reduced-fee route to dormant status or voluntary strike-off for companies that would rather exit than catch up.

The scheme originally closed on 15 July 2026 but has been extended to 31 August 2026 by MCA General Circular No. 03/2026, dated 8 July 2026. 

How Form MGT-7 differs from Form AOC-4

MGT-7 reports who a company is and how it's governed, while AOC-4 reports how the company performed financially. One is a structural record; the other is a financial one.

This difference drives everything else that separates the two forms:

• What they contain: MGT-7 covers registered office details, shareholding pattern, directors and key managerial personnel (KMP, meaning senior executives such as the CEO, CFO, or company secretary), and meetings held. AOC-4 covers the balance sheet, profit and loss account, and other financial statements, filed under Section 137 of the Companies Act, 2013.
• When they're due: AOC-4 is due within 30 days of the AGM. MGT-7 is due within 60 days of the AGM, giving companies a longer window because compiling ownership and governance details typically takes less coordination than finalising audited financial statements.
• Filing order: MGT-7 and AOC-4 can be filed independently and in either order. Nothing in Section 92 or Section 137 makes one filing a precondition for the other, and the MCA portal does not enforce a sequence between them. Most companies file AOC-4 first simply because its deadline falls earlier, but this is a matter of timing, not a system or legal requirement.

FAQs on Form MGT-7 and Form MGT-7A

What is the MGT-7 form for?

Form MGT-7 is the annual return that companies registered in India file with the Registrar of Companies under Section 92 of the Companies Act, 2013. It reports the company's registered office, shareholding pattern, directors, and governance details as they stood at the end of the financial year.

What is the difference between MGT-7 and AOC-4?

MGT-7 reports a company's ownership and governance structure, while AOC-4 reports its financial statements under Section 137. MGT-7 is due 60 days from the AGM, and AOC-4 is due 30 days from the AGM.

What is the difference between MGT-7 and MGT-7A?

MGT-7A is a shorter version of the same annual return, available only to One Person Companies and small companies (paid-up capital up to ₹10 crore and turnover up to ₹100 crore). All other companies must file the full MGT-7.