ROC Late Fees After the Extension: One Day Late Can Cost 63 Days of Fees

When a due date is extended, most people imagine a gentle slope. File on the new last day and everything is fine. File a few days later and you pay for a few days. General Circular 05/2026 does not work that way, and the reason sits in a single sentence in paragraph 4.

The paragraph says that any filing made after the currency of the circular attracts payment of all fees, including additional fees, as provided in the Companies (Registration Offices and Fees) Rules, 2014, from the date when such filings were actually due under the Act. The key words are “actually due under the Act”. They point back to the original statutory date, which for most companies is 30 days after the AGM for the AOC-4 and 60 days after the AGM for the MGT-7.

So the relief behaves like a switch. Up to 31 December 2026 for the AOC-4 family, and up to 31 January 2027 for MGT-7 and MGT-7A, the additional fee is zero. One day after, the fee is calculated as if the extension had never existed. The company does not pay for one late day. It pays for every day since the original due date, all at once.

Enter your AGM date and the dates on which you plan to file each form. The lab applies the circular as we read it, then draws the AOC-4 fee against the filing date. The red line is the edge of the cliff. If you run a group, enter the number of companies and the total will multiply accordingly.

The fee rate is adjustable because public references describe the additional fee as ₹100 per day per form without an upper cap, and you should confirm the current rate on the portal for your form. The point of the chart is the shape, not the exact number: flat at zero, then a sudden jump, then a straight climb.

Numbers are easier to remember than rules, so here are four examples for a company that held its AGM on 30 September 2026. That makes the original AOC-4 date 30 October 2026 and the original MGT-7 date 29 November 2026. Fees assume the reported rate of ₹100 per day per form.

Now scale it. A group with five subsidiaries, each filing a late AOC-4 and a late MGT-7, multiplies the figure by five. And if a consolidated AOC-4 CFS is also required, public references suggest it is a separate form with its own count. Confirm with your CA how the portal treats each form in your case.

Within hours of the circular, several half-truths started circulating on WhatsApp groups and social media. Tap each card to see what the circular actually says.

The common thread is that people read the headline and skip the paragraph that carries the condition. A circular is a legal document. It deserves a slow read of every numbered paragraph, and if your finance team only has the headline, send them the full text.

The safest way to use an extension is to treat the last fee-free day as the edge of a cliff and plan a safe distance back from it. Pick the form and a buffer, and the planner works backwards to show the dates by which each internal step should be done.

A buffer of two weeks is a sensible starting point. It protects you against the things that routinely happen at the end of a window: a digital signature that has expired, a signatory who is out of reach, an XBRL validation error, a form that is sent back for correction, or a portal that slows down when thousands of companies file on the same days.

Companies that use the buffer well tend to look boring from the outside. They finalise accounts early, they check signatories before they start, and they file two weeks ahead of the last day. That is exactly the habit a CA-led process builds.

Some readers of this guide are not early. Their AOC-4 or MGT-7 is already beyond even the original due date, and the circular simply means they now have a window in which the meter is paused. If that is you, the window is the best deal you will get, so use it fully and do not let the last week arrive.

If you have missed the relief window itself, the position is different but the advice is the same: file as soon as you can. The additional fee is counted per day, so every further day adds to the bill, and nothing in the circular promises any further relief. Before you pay, ask your CA to check the amount the portal computes against your own calculation. Mistakes in the date used for the AGM, or in the form count, are the most common reasons for a bill that looks too high.

Three small habits help at this stage. Keep the SRN and the payment challan for every attempt, even a rejected one, because they help if there is a later query. Record in a board note why the filing was delayed and what is being done to prevent a repeat. And do not leave one form waiting for another: file the AOC-4 and the MGT-7 as soon as each is ready, because each form carries its own count of days.

It is tempting to treat the additional fee as the whole price of delay. It is only the most visible part. As public references summarise, late financial statements and late annual returns can also expose the company and its officers to fines under the Act, and the fines are described as much larger than the daily fee. We have not independently verified the amounts, so we leave them to your professional.

A longer pattern of non-filing carries more serious consequences. Public references describe director disqualification where a company has not filed financial statements or annual returns for a continuous run of years, and the possibility of the Registrar removing the company from the register. A director disqualified from one company can also be barred from acting in others, which is why this is a founder-level risk and not only a company-level one.

Finally, the circular covers only the forms it names. ADT-1, MSME-1, DPT-3 and the director KYC are separate obligations, and none of them gains from the relief. Our guide to Circular 05/2026 lists what is and is not covered, and the guide on AGM defaults explains the AGM position.

If you would rather not run the calendar yourself, our team handles the whole annual cycle. See our Annual ROC Compliance service, or tap the button at the bottom right of this page to talk to a CA.