TL;DR
- The main event-based ROC filings are MGT-14 for resolutions, PAS-3 for allotments, DIR-12 for director and KMP changes, INC-22 for a change of registered office, SH-7 for capital changes and CHG-1 for charges, each due within 30 days of the event.
- ADT-1 is due within 15 days of the meeting that appoints the auditor.
- Late filings attract an additional fee set as a multiple of the normal fee under section 403.
Quick Answer: The main event-based ROC filings are MGT-14, PAS-3, DIR-12, INC-22, SH-7 and CHG-1, each due within 30 days of the triggering event. ADT-1 is the exception, due within 15 days of the meeting that appoints the auditor. A late event filing attracts an additional fee, set as a multiple of the normal fee under section 403.
Event-based filings are triggered by something the company does, such as passing a resolution, allotting shares or creating a charge. They sit alongside the annual filings with the Registrar of Companies (ROC) and run on their own clocks. Most time limits are in the Companies Act 2013, but several are in the Rules, so the form and the rule have to be read together.
Which Event-Based ROC Filings Apply and When Are They Due?
| Event | Form | Due | Source of the time limit |
|---|---|---|---|
| Special resolution, or a resolution listed in section 117(3) | MGT-14 | Within 30 days of passing | Section 117(1) |
| Allotment of securities | PAS-3 | Within 30 days of allotment | Rule 12(1), Prospectus and Allotment Rules |
| Appointment or change of a director or KMP | DIR-12 | Within 30 days | Section 170(2); Rule 18 |
| Resignation of a director | DIR-12 | Within 30 days of receiving the notice | Rule 15, Appointment and Qualification of Directors Rules |
| Change of registered office (any change; a move outside local limits also needs a special resolution) | INC-22 | Within 30 days of the change | Section 12(4) |
| Alteration of share capital | SH-7 | Within 30 days of the alteration | Section 64(1) |
| Creation or modification of a charge | CHG-1, or CHG-9 for debentures | Within 30 days of creation | Section 77(1) |
| Satisfaction of a charge | CHG-4 | Within 30 days of payment or satisfaction | Section 82(1) |
| Appointment of auditor | ADT-1 | Within 15 days of the meeting that appoints the auditor | Fourth proviso to section 139(1) |
The general ROC compliance for a private limited company covers the annual returns that sit alongside these. Director appointments on DIR-12 also run beside the separate DIR-3 KYC cycle.
Can a Charge Be Registered After 30 Days?
Yes, with fees. Under the provisos to section 77(1), as substituted in 2019 for charges created on or after 2 November 2018, the Registrar may allow registration within 60 days of creation on payment of an additional fee. A further 60 days is available on payment of an ad valorem fee, reaching 120 days from creation in total.
Can Charge Satisfaction Be Filed Late?
Yes. Section 82(1) allows 30 days, and its proviso lets the Registrar allow up to 300 days on payment of an additional fee. The 300 days is an outer limit, not the base deadline.
Where Do the Time Limits Come From?
Some from the Act, some from the Rules. The distinction matters when a Rule changes without the Act. Tracking both sources together is the job of a secretarial and company-law compliance calendar.
| Form | Time limit sits in |
|---|---|
| MGT-14, INC-22, SH-7, CHG-1, CHG-4, ADT-1 | The Companies Act 2013 itself |
| PAS-3 | Rule 12(1) of the Prospectus and Allotment Rules; section 39(4) only requires a return "in such manner as may be prescribed" |
| DIR-12 on resignation | Rule 15 of the Appointment and Qualification of Directors Rules; section 168(1) leaves the time to the Rules |
A private company does not file MGT-14 for Board resolutions under section 179(3), by the Ministry of Corporate Affairs (MCA) exemption notification of 5 June 2015, provided it has no default in filing its financial statements or annual return. It still files for special resolutions and for the appointment of a managing director under section 117(3)(c).
Which Other Event-Triggered Filings Should a Company Watch?
| Event | Form | Due | Provision |
|---|---|---|---|
| Auditor resignation | ADT-3, filed by the auditor | Within 30 days of resignation | Section 140(2) |
| Resignation of a director, by the director | DIR-11 (optional) | Within 30 days of resignation | Proviso to section 168(1); Rule 16 |
| Shift of registered office to another ROC within the State | INC-23 to the Regional Director | Confirmation within 30 days; filing with the Registrar within 60 days of confirmation | Section 12(5)-(6); Rule 28 |
| Shift of registered office between States | INC-28 with the order | Within 30 days of receiving the order | Section 13(7); Rule 31 |
| Declaration of beneficial interest received | MGT-6 | Within 30 days of receiving the declaration | Section 89(6) |
| Declaration from a significant beneficial owner received | BEN-2 | Within 30 days of receiving BEN-1 | Section 90(4); Rule 4, SBO Rules |
| Commencement of business, for a new company with share capital | INC-20A | Within 180 days of incorporation | Section 10A(1) |
Recurring returns triggered by the calendar rather than an event, such as DPT-3 and the annual return on MGT-7 or MGT-7A, are covered separately.
What Additional Fee Applies to a Late Event Filing?
Section 403 of the Companies Act 2013 allows late filing on payment of an additional fee. For most event forms, the Annexure to Rule 12 of the Companies (Registration Offices and Fees) Rules 2014 sets it as a multiple of the normal fee.
| Delay | Additional fee for most event forms |
|---|---|
| Up to 15 days, ADT-1 and DIR-3C only | 1 times the normal fee |
| Up to 30 days | 2 times |
| More than 30 days, up to 60 days | 4 times |
| More than 60 days, up to 90 days | 6 times |
| More than 90 days, up to 180 days | 10 times |
| More than 180 days | 12 times |
Do Repeat or Special Filings Pay More?
A repeat late filing of INC-22 or PAS-3 within 365 days attracts a higher fee of 3, 6, 9, 15 or 18 times the normal fee, under G.S.R. 12(E) of 11 January 2022, in force from 1 July 2022.
Two event types use different tables. An increase in authorised capital on SH-7 attracts 2.5% of the normal fee a month for delays up to six months, and 3% a month after that. A charge filed late uses its own table: 3 times the normal fee for a small company or OPC, and 6 times for others, plus an ad valorem fee for delays beyond 30 days.
What Penalties Apply to Event Filing Defaults?
Paying the additional fee does not excuse the penalty, under section 403(2) of the consolidated Act as on 1 September 2026.
| Default | Penalty | Provision |
|---|---|---|
| Return of allotment | ₹1,000 a day, or ₹1,00,000, whichever is less, on the company and each officer in default | Section 39(5) |
| Registered office | ₹1,000 a day, up to ₹1,00,000, on the company and each officer in default | Section 12(8) |
| Share capital | ₹500 a day, up to ₹5,00,000 for the company and ₹1,00,000 for an officer | Section 64(2) |
| Charge registration | ₹5,00,000 on the company and ₹50,000 on each officer in default | Section 86(1) |
| Resolutions | ₹10,000 plus ₹100 a day, up to ₹2,00,000 for the company and ₹50,000 for an officer | Section 117(2) |
How Are Event Filings Tracked Across Entities?
Event filings are easy to miss because nothing on the calendar announces them. A compliance management platform opens an obligation when the event is recorded, with the form, the 30-day or 15-day date and the challan as evidence.
LexComply does not file forms with the Registrar; the company and its officers do. To see how event triggers would be tracked, get in touch.
Common Mistakes to Avoid
- Citing section 39(4) for the PAS-3 deadline. The 30 days come from Rule 12(1); section 39(4) only requires a return as prescribed.
- Reading section 77 as a flat 60-day extension. The first proviso allows registration within 60 days of creation, and the second a further 60 days with ad valorem fees.
- Applying the general multiples to a late charge. Charges use their own additional-fee table, with 3 or 6 times the normal fee, plus ad valorem fees where the delay exceeds 30 days.
- Treating 300 days as the CHG-4 deadline. Section 82(1) sets 30 days, extendable to 300 days on an additional fee.
- Filing MGT-14 for every Board resolution in a private company. The 5 June 2015 exemption removes section 117(3)(g) for private companies with no default in filing financial statements or annual returns.
- Assuming the director must file DIR-11. The proviso to section 168(1) says the director may forward it; the company's DIR-12 is mandatory.
Legal Disclaimer
This article is general information on Indian company law, current as at the date shown above. It is not legal advice and does not take account of any particular company's facts. Obtain professional advice before acting on any position described here.