ROC late fees in 2026

The Companies Act late-fee regime has bitten harder since the September 2024 amendment, but practitioners still default to "file at any cost". Here is a colder framework.

Current late-fee multipliers (post-Sep-2024)

| Days late | Multiplier on normal fee |
|----------|--------------------------|
| 1-15 | 1x (₹100 + 1x base) |
| 16-30 | 2x |
| 31-60 | 4x |
| 61-90 | 6x |
| 91-180 | 10x |
| 181-270 | 12x |
| 271+ | 12x + additional ₹100/day under 2024 amendment |

For AOC-4 / MGT-7 on a company with ₹50 lakh paid-up capital, the base fee is ₹400. Twelve-times multiplier = ₹4,800 per form. Add the ₹100/day post-270 surcharge, and a 2-year-late AOC-4 + MGT-7 + DPT-3 stack can exceed ₹1,80,000.

The strike-off alternative

Section 248(2) allows a company to apply for voluntary strike-off under Form STK-2 at a flat fee of ₹10,000, provided:

1. The company has not commenced business in the immediately preceding two financial years, OR has not been carrying on business / operations for the same period.
2. All assets and liabilities are nil (or below an audit-certified threshold).
3. All directors sign an affidavit and an indemnity (Form STK-3 + STK-4).
4. No litigation is pending against the company.
5. All overdue annual returns / financial statements have been filed up to the date of cessation.

Condition 5 is the catch - you cannot strike off before filing overdue forms.

When is late filing cheaper than strike-off?

Run this decision tree:

1. Are there material assets or operating contracts?

If yes - late filing wins. Strike-off forfeits assets to the Registrar; recovery requires NCLT restoration (₹50K+ in fees, 6-12 months).

2. Are there outstanding loans, statutory dues, or related-party balances?

If yes - late filing wins. Strike-off does not extinguish liabilities; creditors can pursue directors under Section 339 for fraudulent business, and the Registrar can reject STK-2 outright.

3. Has the company been carrying on any business in the preceding 2 FYs?

If yes - strike-off is not available; late filing is the only path. Filing strike-off when business existed = fraud disclosure.

4. Future use of the company name?

If the founders want the same corporate name for a future venture, late filing preserves it. Strike-off frees the name for anyone to register after 20 years.

5. Director DIN status

If the directors have active DINs they want to keep clean, late filing wins. Strike-off post-2018 amendment auto-deactivates DINs of directors of all struck-off companies, requiring DIR-3 KYC + a costly DIN reactivation if they later want to start a new company.

The four exception categories

Strike-off makes sense only when:

1. Dormant shell - no assets, no liabilities, no operations, no future use of the name.
2. Founder-walked-away startup with full investor consent.
3. Conversion structure - the same business is being moved into an LLP or proprietorship, and the company is genuinely surplus.
4. NRI-founder cleanup - the NRI no longer wants to be associated with Indian regulatory upkeep and is willing to forfeit the name.

In every other scenario, bite the late fee, file the overdue forms, and use the next AGM to formally pass a strike-off resolution if needed.

What ThynkTax flags

For every client with overdue ROC forms, the ROC Calendar dashboard shows:

• Days late + multiplier band
• Cumulative late fee accrued (live counter)
• Strike-off eligibility (auto-evaluated against the five conditions above)
• Recommended action chip: FILE NOW, STRIKE-OFF VIABLE, or NCLT-RESTORATION REQUIRED.

• Reviewed by CA Rohan Bhattacharya, Head of ROC & Corporate Tax