Filing the Annual Return in Form MGT-7 is one of the most critical statutory compliances for every company registered in India under the Companies Act, 2013. For FY 2025-26, the due date is 60 days from the AGM date — which works out to 29 November 2026 if the AGM is held on the last permissible date of 30 September 2026. This year brings significant changes: annual return forms have shifted fully to the MCA V3 portal for company filings, and the proposed Corporate Laws (Amendment) Bill, 2026 seeks to raise the ceiling for small company thresholds, which may later allow many more companies to move from MGT-7 to the simpler MGT-7A once corresponding Rules are notified.
⏰ Key Deadlines — FY 2025-26
AGM Deadline
30 Sep 2026
MGT-7 Due Date
60 days from AGM
= 29 Nov 2026*
*if AGM on 30 Sep 2026
Late Fee
₹100/day
No upper cap
📌 If your AGM is held before 30 Sep 2026, count 60 days from that earlier date — the due date shifts accordingly.
🔴 2 Critical 2026 Developments Every Company Must Know
- MGT-7/MGT-7A shifted to MCA V3 (July 2025) — These annual return forms are now available only on the MCA V3 portal (from 14 July 2025) — V2 e-filing for company forms has been discontinued.
- Corporate Laws (Amendment) Bill, 2026 — Proposes to increase the maximum permissible Small Company thresholds to ₹20 crore capital / ₹200 crore turnover. Once the Bill is enacted and the relevant Rules are amended, many companies currently filing MGT-7 may qualify as small companies and be able to file the simpler MGT-7A instead.
📋 Section 1 — What is Form MGT-7? Legal Basis
Form MGT-7 is the Annual Return prescribed under Section 92 of the Companies Act, 2013, read with Rule 11 of the Companies (Management and Administration) Rules, 2014. Every company must file it with the Registrar of Companies (ROC) within 60 days from the date of its Annual General Meeting (AGM). If no AGM is held, the 60-day period is counted from the last date by which the AGM should have been held.
The Annual Return is distinct from Financial Statements (Form AOC-4) — it captures the governance and membership structure of the company as at the close of the financial year. The current V3 format was introduced via G.S.R. 358(E) dated 30 May 2025, effective from 14 July 2025.
📚 Legal Reference Chain
Section 92 (obligation to file) → Rule 11 (prescribed form MGT-7) → G.S.R. 358(E)/2025 (V3 format, GPS, photograph) → Section 403 (late fee ₹100/day) → Section 164(2) (director disqualification) → Companies (Registration Offices and Fees) Rules, 2014 (as amended, including 2018 and 2026 amendments, prescribing filing and additional fee framework)
👥 Section 2 — Who Must File? MGT-7 vs MGT-7A
Not all companies file the same form. There are two forms — MGT-7 (full annual return) and MGT-7A (simplified return for OPCs and small companies). Choosing the wrong form is one of the most common filing errors.
Who is a "Small Company"? (Current Threshold — effective 1 Dec 2025)
Under Section 2(85), a small company is a company (other than a public company) with paid-up share capital not exceeding ₹10 crore AND turnover not exceeding ₹100 crore, as revised by G.S.R. 880(E) dated 1 December 2025. The following are excluded from being classified as Small Companies:
- Holding company or subsidiary company
- Section 8 company (not-for-profit)
- Body corporate governed by a special Act
🔴 2026 Alert — Small Company Threshold May Double
The Corporate Laws (Amendment) Bill, 2026 proposes to increase the permissible upper limit for Small Company thresholds to paid-up capital ≤ ₹20 crore AND turnover ≤ ₹200 crore. After the Bill is enacted and the Companies (Specification of Definition Details) Rules are aligned, many companies currently filing MGT-7 could qualify as Small Companies and move to the simplified MGT-7A format.
📅 Section 3 — FY 2025-26 Due Date & AGM Timeline
📌 How to Calculate Your MGT-7 Due Date
MGT-7 Due Date = AGM Date + 60 days
Examples: AGM on 30 Sep 2026 → Due by 29 Nov 2026 | AGM on 15 Sep 2026 → Due by 14 Nov 2026 | AGM on 30 Aug 2026 → Due by 29 Oct 2026
🆕 Section 4 — What's New in FY 2025-26? V3 Portal Changes
The MCA introduced major changes through G.S.R. 358(E) dated 30 May 2025, effective 14 July 2025, and the MCA V3 Phase 3 Migration completed on 15 March 2026.
⚠️ Photograph Requirement — What is Mandatory vs What is Not
The photograph requirement is for the external building showing the company's name and display board prominently in English and regional language. There is NO requirement for an internal photograph or for a director to physically appear in the photograph. Attachment must be in PDF or JPG format, up to 2MB.
📜 Section 5 — Complete Amendment History
💰 Section 6 — Filing Fee Structure
⚠️ Section 7 — Late Filing Penalty
✅ Filed On Time
NIL
Only base filing fee applies
❌ Filed Late
₹100/day
No upper cap — accumulates indefinitely
⚠️ Additional Penalty Under Section 92(5) — Separate from Late Fee
Separate from the ₹100/day ROC late fee, the company and every officer in default is liable under Section 92(5) to: ₹10,000 base penalty + ₹100/day continuing default, subject to a maximum of ₹2,00,000 for the company and ₹50,000 per officer in default.
📋 Section 8 — Information Required in MGT-7
- Registered Office — address, GPS coordinates (latitude and longitude as on FY end date and filing date), external building photograph
- Principal Business Activities — NIC code based classification
- Holding, Subsidiary & Associate Companies — CIN, name, % held, applicable section
- Share Capital & Securities — authorised and paid-up capital, debentures, other securities
- Shareholding Pattern — promoter/public holding, beneficial owners, changes during year; gender-wise number of shareholders
- Indebtedness — secured and unsecured loans, deposits outstanding at year end
- Members & Debenture-Holders — details and changes during the year
- Promoters, Directors & KMPs — DIN/PAN, designation, appointment/cessation dates, shareholding
- Board & Committee Meetings — dates, attendance, resolutions passed
- Remuneration of Directors & KMPs — salary, commission, sitting fees
- Penalties, Punishments & Compounding — any penalties levied, appeals filed
- Designated Person for Beneficial Owners — new V3 mandatory requirement
📎 Section 9 — Attachments Required
📌 Important Notes on Attachments (from MCA Instruction Kit)
- All attachments must be in PDF, JPG, or Excel format only.
- The details of the List of Shareholders attached in the webform will not be visible in the PDF form or in the attached Excel once attached — this is by design.
- After downloading Excel templates, you must enable macros by following the instructions in the Excel template itself before filling data.
- Excel functionality has been added at several fields — use these templates for bulk data rather than entering data field by field.
🖥️ Section 10 — Step-by-Step Filing on MCA V3 Portal
All MGT-7/MGT-7A filings must be done exclusively on the MCA V3 portal at efiling.mca.gov.in. There are two access routes — both lead to the same filing process.
ℹ️ How CIN is Entered — Depends on Your User Type
Company user: CIN and Company name are auto-populated based on the user ID you log in with.
Professional user: A search option lets you look up CIN by company name (full or partial).
Other business user: A dropdown lists all CINs with which your user ID is associated.
📌 Option 1 — Via MCA Services Menu (16 Steps)
- Access MCA Homepage — Go to efiling.mca.gov.in
- Login to MCA Portal — Login with valid credentials
- Select "MCA Services" → further select "Company e-Filing"
- Select "Annual Filings"
- Access the Form — Select "Form No. MGT-7" or "Form No. MGT-7A" as applicable
- Enter Company Information — Enter/confirm CIN (auto-populated for company users)
- Search CIN (optional) — For professional users, search by company name
- Select CIN from Dropdown (optional) — For other business users
- Fill Up the Application — Complete all sections including GPS coordinates, registered office photograph, shareholding pattern, director/KMP details, meeting details, remuneration, and penalty disclosures
- Save as Draft (optional) — Click Save at any point before submitting
- Submit the Webform — System auto-validates on submission
- SRN Generated — Note the Service Request Number for all future correspondence
- Affix DSC — Affix Digital Signature Certificate to the generated PDF document
- Upload DSC-Affixed PDF — Upload the signed PDF on the MCA portal
- Pay Fees — Complete fee payment via MCA payment gateway. DSC-affixed PDF must be uploaded within 15 days of SRN generation. Payment must be completed within 7 days of successful PDF upload or due date + 2 days, whichever is earlier — else SRN is cancelled.
- Acknowledgement Email Generated — Save this as proof of filing
📌 Option 2 — Via MCA Homepage Search Bar (14 Steps)
- Access MCA Homepage — Go to efiling.mca.gov.in
- Search for the Form — Access Form No. MGT-7 / MGT-7A directly through the search bar
- Login to MCA Portal — Login with valid credentials
- Enter Company Information — Enter/confirm CIN
- Search CIN (optional) — For professional users
- Select CIN from Dropdown (optional) — For other business users
- Fill Up the Application — Complete all required sections
- Save as Draft (optional)
- Submit the Webform
- SRN Generated — Note SRN for future correspondence
- Affix DSC
- Upload DSC-Affixed PDF
- Pay Fees — Complete within 7 days of upload or due date + 2 days, whichever is earlier
- Acknowledgement Email Generated
⚠️ Signing Authority Rules — Who Can Sign MGT-7 / MGT-7A
The Company Secretary signing the form must hold a valid Membership Number and Certificate of Practice Number matching the 'Associate' or 'Fellow' member category selected in the webform.
✅ Key Points Before You Start — Checklist
- Confirm CIN status — filing not permitted if status is: Strike Off, Amalgamated, Converted to LLP, Dissolved, Liquidated, Not available for e-Filing, Under process of Strike Off, or Dissolved under IBC
- Ensure DSC is valid, non-expired, non-revoked, and registered on MCA V3 portal against your DIN / PAN / Membership Number
- Ensure AGM date, due date, and extended due date (if any) match exactly what is in the already-approved AOC-4 for the same FY
- Download all Excel templates from MCA V3 portal before filling — do not use custom formats. Enable macros after downloading.
- Check "Notifications and Alerts" under My Workspace on MCA FO user dashboard before filing
- MGT-7/MGT-7A is processed in STP (Straight Through Processing) mode — no provision for resubmission. Verify all particulars carefully before submitting.
- Filing MGT-7 will not update the company's listing status — this must be done separately.
🚫 Section 11 — Common Mistakes That Get Filings Rejected
❓ Section 12 — Frequently Asked Questions
📝 Bottom Line — MGT-7 Compliance Checklist for FY 2025-26
✅ Determine which form: MGT-7 (all companies except OPCs and small companies) or MGT-7A (OPCs and small companies with capital ≤ ₹10 crore AND turnover ≤ ₹100 crore)
✅ Hold AGM by 30 September 2026 and file within 60 days from your AGM date (= 29 November 2026 if AGM on 30 Sep 2026)
✅ Use MCA V3 exclusively — MCA V2 is permanently closed. File at efiling.mca.gov.in
✅ Prepare V3 requirements in advance: GPS coordinates, external building photograph (PDF/JPG, up to 2MB), MCA Excel template for shareholders list, valid DSC registered on MCA V3, gender-wise shareholder data
✅ Fill CS compliance section if listed company, paid-up capital ≥ ₹10 crore, or turnover ≥ ₹50 crore
✅ After SRN generation: upload DSC-affixed PDF within 15 days; complete payment within 7 days of upload — else SRN is cancelled
✅ Zero business activity? You must still file — no exemption unless formal dormant status under Section 455
✅ No resubmission option in STP mode — verify all particulars before submitting
Sources: Section 92, Companies Act 2013 | Rule 11, Companies (Management & Administration) Rules, 2014 | G.S.R. 358(E) dated 30 May 2025 | G.S.R. 880(E) dated 1 December 2025 | General Circulars No. 06/2025 & 08/2025 | Companies (Registration Offices and Fees) Rules, 2014 (as amended, including 2018 & 2026 amendments) | MCA Instruction Kit for Form MGT-7 and MGT-7A | mca.gov.in | efiling.mca.gov.in. This article is for informational purposes only and does not constitute legal advice. Verify current requirements on the MCA portal before filing.
