MGT-7 vs MGT-7A: Which Annual Return Form Should Your Company File?

Short answer: Form MGT-7A is a simplified annual return for One Person Companies (OPCs) and Small Companies. All other companies, including private limited companies that do not meet the 'small company' criteria, must file the more detailed Form MGT-7. Choosing the correct form is a mandatory part of your annual compliance under the Companies Act, 2013, and avoids significant penalties.

What is an Annual Return (MGT-7/MGT-7A)?

The annual return is a mandatory yearly filing with the Registrar of Companies (ROC) that provides a snapshot of a company's corporate information as of the close of the financial year. Governed by Section 92 of the Companies Act, 2013, this form contains details about the company's directors, shareholders, registered office, share capital structure, and indebtedness. It is distinct from the income tax return, which is filed with the tax department.

Filing the annual return is a critical aspect of annual ROC filings, which also includes filing the financial statements in Form AOC-4. Failure to file can lead to severe penalties and can even result in the company being struck off the register.

Who is eligible to file Form MGT-7A?

Form MGT-7A can only be filed by two types of companies: One Person Companies (OPC) and Small Companies. This was introduced to provide compliance relief to smaller entities. If your company falls into either of these categories for the relevant financial year, you must file Form MGT-7A. All other companies, by default, must file Form MGT-7.

This includes:

Private limited companies that are not 'small companies'.
Public limited companies.
Section 8 companies (non-profits).
Producer companies.

What is the definition of a 'Small Company'?

A company qualifies as a 'Small Company' under Section 2(85) of the Companies Act, 2013, if it meets both of the following conditions:

Paid-up Share Capital: Its paid-up share capital does not exceed ₹4 Crore.
Turnover: Its turnover, as per its last profit and loss account, does not exceed ₹40 Crore.

However, a company is not a 'Small Company', irrespective of its capital and turnover, if it is:

A public company.
A holding company or a subsidiary company.
A company registered under Section 8 (for charitable objects).
A company or body corporate governed by any special Act.

This definition is crucial. Your company's status as a 'Small Company' can change from year to year based on your financial performance. You must assess your eligibility each financial year before choosing the annual return form.

What are the key differences between MGT-7 and MGT-7A?

Form MGT-7A is an abridged version of MGT-7, requiring significantly less information.

Feature	Form MGT-7 (Detailed)	Form MGT-7A (Abridged)
Applicability	All companies except OPCs and Small Companies.	One Person Companies (OPCs) and Small Companies only.
Complexity	Comprehensive and lengthy.	Shorter and simpler to fill.
Details of Meetings	Requires details of Board, Committee, and General Meetings held.	Does not require details of meetings.
Shareholding Pattern	Requires detailed breakdown of shareholding, including changes during the year.	Requires only basic details of share capital and shareholding. No detailed pattern is needed.
Director's Remuneration	Requires detailed disclosure of remuneration paid to Directors and Key Managerial Personnel (KMP).	Does not require details of remuneration.
Certification	Mandatory certification by a practicing Company Secretary (CS) if the company has paid-up capital of ₹10 crore or more OR turnover of ₹50 crore or more.	No mandatory certification by a practicing CS is required. Can be signed by a director.

What is the due date for filing MGT-7 or MGT-7A?

The due date for filing the annual return (Form MGT-7 or MGT-7A) is 60 days from the date of the Annual General Meeting (AGM).

The due date for holding the AGM is within 6 months from the end of the financial year (i.e., by 30th September for the FY ending 31st March).
Therefore, the typical due date for filing the annual return is 29th November of the same year.

For example, for the financial year 2025-26 (ending 31 March 2026), the AGM must be held by 30 September 2026, and the annual return must be filed by 29 November 2026.

What are the penalties for late filing?

Delay in filing the annual return attracts a steep penalty under Section 92(5) of the Companies Act, 2013. The penalty is ₹100 per day of default for each form (MGT-7/7A and AOC-4). There is no upper limit on this penalty, which means it continues to accumulate until the filing is complete.

For example, a delay of 100 days in filing both AOC-4 and MGT-7/7A would result in a penalty of (100 days x ₹100/day x 2 forms) = ₹20,000. This makes timely filing extremely important.

Worked example

Let's consider 'Bengaluru AI Solutions Pvt. Ltd.', a tech startup, for the financial year 2025-26, which ended on 31 March 2026.

Financials:
- Paid-up Share Capital: ₹1,50,00,000 (1.5 Crores)
- Turnover for FY 2025-26: ₹18,00,00,000 (18 Crores)

Step 1: Determine if it's a 'Small Company'. We check the two conditions from Section 2(85):

Is the paid-up capital ≤ ₹4 Crore? Yes, ₹1.5 Crore is less than ₹4 Crore.
Is the turnover ≤ ₹40 Crore? Yes, ₹18 Crore is less than ₹40 Crore.

Since it meets both conditions and is not a holding/subsidiary or Section 8 company, Bengaluru AI Solutions Pvt. Ltd. qualifies as a 'Small Company' for FY 2025-26.

Step 2: Identify the correct form. As a 'Small Company', it is eligible and required to file the abridged annual return, Form MGT-7A.

Step 3: Determine the filing deadline. The company holds its AGM on 25th September 2026. The due date for filing Form MGT-7A is 60 days from this date, which is 24th November 2026.

Conclusion: The company must file Form MGT-7A with the ROC on or before 24th November 2026 to be compliant.

Common mistakes

Using the Wrong Form: A company that is not a Small Company filing MGT-7A is a non-compliance. The ROC will likely mark the form for resubmission, leading to delays and potential penalties.
Incorrect 'Small Company' Calculation: Forgetting to check both paid-up capital and turnover criteria, or not knowing that holding/subsidiary companies can never be small companies.
Missing the Filing Deadline: Forgetting the 60-day window after the AGM is the most common reason for heavy penalties.
Filing Before AGM: The annual return must be prepared based on facts as of the date of the AGM. It cannot be filed before the AGM is held.
Forgetting CS Certification for MGT-7: Larger companies that are required to file MGT-7 often miss the mandatory certification by a practicing Company Secretary when their capital/turnover crosses the prescribed thresholds, leading to an invalid filing.

How SP & SC helps

Navigating ROC compliance can be complex, and errors can be costly. SP & SC Legal provides end-to-end annual compliance services for companies. Our team of Chartered Accountants and Company Secretaries will assess your company's financials to determine the correct form (MGT-7 or MGT-7A), prepare all necessary documents, including board resolutions and minutes, and ensure timely filing of your annual return and financial statements with the ROC. We handle the entire process, so you can focus on running your business.

Frequently asked questions

H3: What is the government fee for filing MGT-7 or MGT-7A?

The government (ROC) filing fee is not fixed. It varies based on the authorised share capital of the company. The fee ranges from ₹200 to ₹600 for companies with share capital, and is a fixed amount for companies not having share capital.

H3: Does a Section 8 company file MGT-7A?

No. A Section 8 company (registered for charitable or non-profit objectives) is explicitly excluded from the definition of a 'Small Company'. Therefore, it must file the full, detailed annual return in Form MGT-7, regardless of its capital or turnover.

H3: Is certification by a Company Secretary mandatory for MGT-7A?

No. Form MGT-7A does not require certification from a practicing Company Secretary. It can be digitally signed by a director of the company (or by the Company Secretary, if one is appointed).

H3: What happens if a company fails to file its annual return for two years?

If a company fails to file its financial statements (AOC-4) or annual returns (MGT-7/7A) for two consecutive financial years, the ROC may conclude that the company is not carrying on any business or operation. The ROC can then initiate the process to strike the company's name off the Register of Companies.

H3: Can a company switch between filing MGT-7 and MGT-7A?

Yes. A company's eligibility is determined each financial year. For example, a startup might qualify as a 'Small Company' and file MGT-7A in its initial years. If its turnover later exceeds ₹40 crore, it would cease to be a 'Small Company' and must file the detailed Form MGT-7 for that financial year.

Get a fixed-fee quote

Ensure your company's ROC compliance is handled accurately and on time. Share your company's documents with us for a confidential review, and we will provide a written fixed-fee quote for our end-to-end annual filing services. Contact SP & SC today, or reach us on WhatsApp at +91 90356 74566. We manage the entire process, from documentation to final filing, leaving you worry-free.

MGT-7 vs MGT-7A Annual Return