Annual ROC Compliance Calendar for a Section 8 Company (NGO) — Due Dates, Forms and Penalties
A Section 8 company — registered under Section 8 of the Companies Act, 2013 for promoting charitable, educational, religious, social welfare, or similar not-for-profit objects — is a company first and a non-profit second. It carries the full ROC annual filing calendar of a private/public limited company (AOC-4, MGT-7, ADT-1, DIR-3 KYC and so on), plus a set of sector-specific obligations (CSR-1 registration to receive CSR funds, Income Tax exemption filings, and FCRA returns if it receives foreign contributions) that a regular company does not have to worry about. This page consolidates both layers into one reference calendar.
ROC Compliance Calendar (Same as a Standard Company)
| Compliance | Form | Due Date | Statutory Basis |
|---|---|---|---|
| Auditor appointment (5-year term, at AGM) | ADT-1 | Within 15 days of the AGM | Section 139(1) |
| Financial statements filing | AOC-4 | Within 30 days of the AGM | Section 137 |
| Annual Return | MGT-7 (or MGT-7A if the company otherwise qualifies as small) | Within 60 days of the AGM | Section 92 |
| Director KYC (periodic) | DIR-3-KYC-Web | 30th June, once every 3rd consecutive financial year — see the DIN KYC Due Date Calculator | Rule 12A(1), Companies (Appointment & Qualification of Directors) Rules, as amended w.e.f. 31 March 2026 |
| Return of deposits / exempted receipts | DPT-3 | 30th June every year (position as on 31st March) | Rule 16, Companies (Acceptance of Deposits) Rules |
| Resolutions passed (event-based) | MGT-14 | Within 30 days of passing the resolution | Section 117 |
| Appointment/cessation of directors and KMP | DIR-12 | Within 30 days of the event | Section 170 |
A Section 8 company is exempt from a few procedural requirements that apply to other companies — for example, it need not append the words “Private Limited”/“Limited” to its name, and it enjoys relaxations on the minimum number of directors/board meetings in some cases as notified — but none of these relax the ROC filing calendar above.
Section 8-Specific Compliances
| Compliance | Form / Filing | Due Date / Trigger | Purpose |
|---|---|---|---|
| CSR fund registration | CSR-1 | One-time, before receiving any CSR contribution from a donor company | Mandatory since 1 April 2021 for a Section 8 company to be an eligible implementing agency for CSR funds under Section 135 |
| CSR expenditure reporting (if the Section 8 company is itself covered by Section 135) | CSR-2 | Filed as a linked form with AOC-4 | Section 135, Rule 12 CSR Rules |
| Renewal of Section 8 license conditions / reporting to RD (if directed) | As specified in the license/RD order | As applicable | Section 8(4)-(6) |
| 12A registration (Income Tax exemption on income) | Form 10A/10AB | Before claiming exemption; re-registration cycle applies (currently 5 years for most entities) | Income Tax Act, Section 12A/12AB |
| 80G registration (donor tax deduction) | Form 10A/10AB | Same cycle as 12A | Income Tax Act, Section 80G |
| Audit report for exempt entities | Form 10B or 10BB (depending on income/receipts threshold) | At least one month before the ITR due date | Income Tax Act, Section 12A(1)(b) / Rule 16CC, 17B |
| Income Tax Return | ITR-7 | 31st October of the assessment year (where audit applies) | Income Tax Act, Section 139(4A) |
| Statement of accumulated income (if income is set apart for future application) | Form 9A / Form 10 | Same due date as ITR-7 | Income Tax Act, Section 11 |
If the Section 8 Company Receives Foreign Contributions (FCRA)
A Section 8 company that receives donations from a foreign source must separately register and report under the Foreign Contribution (Regulation) Act, 2010 (FCRA), administered by the Ministry of Home Affairs — this is entirely independent of the MCA/ROC calendar:
| Compliance | Form | Due Date |
|---|---|---|
| FCRA registration (or prior permission for a specific contribution) | FC-3A / FC-3B | Before accepting foreign contribution |
| Renewal of FCRA registration (valid for 5 years) | FC-3C | At least 6 months before expiry |
| Annual return of foreign contribution received and utilised | FC-4 | 31st December following the financial year |
| Intimation of receipt above prescribed threshold in a quarter | Quarterly disclosure on the FCRA portal | Within 15 days of the quarter’s end |
Foreign contribution must be received and utilised only through the designated FCRA bank account (SBI, Main Branch, New Delhi, and a linked utilisation account), and any change in the entity’s name, address, or key office bearers must be intimated to the FCRA authority separately from the ROC filings for the same change.
Additional Fee and Consequences of Delay
Delayed ROC filings (AOC-4, MGT-7, ADT-1, etc.) attract the same slab-based additional fee under the Companies (Registration Offices and Fees) Rules, 2014 as any other company, and persistent non-filing exposes the company and its directors to the same risk of being struck off under Section 248. On the tax side, a delayed or missing Form 10B/10BB or ITR-7 can result in denial of exemption for that year even if 12A/80G registration is otherwise valid — the audit report must be filed before the return, not just by the return due date. On the FCRA side, delayed or non-filing of FC-4 can lead to suspension or cancellation of FCRA registration, which cuts off the company’s ability to receive foreign funds altogether.
Practical Notes
- Three regulators, three calendars. A Section 8 company operating on CSR/foreign funds effectively tracks the ROC calendar (MCA), the exemption calendar (Income Tax Department), and — if applicable — the FCRA calendar (Ministry of Home Affairs) in parallel. Missing any one can affect the others in practice, since donors and grant-makers typically ask for all three to be current before releasing funds.
- CSR-1 is a prerequisite, not a formality. A Section 8 company cannot be shown as an eligible implementing agency in a donor company’s CSR-2 disclosure unless it is CSR-1 registered — get this done well before pursuing corporate CSR funding, not after a donor commitment is in hand.
- Small company relaxations rarely apply. Since a Section 8 company’s turnover/paid-up capital often stays below the “small company” thresholds, it may use MGT-7A — but this is based on the size test under Section 2(85), not the Section 8 status itself, so verify eligibility each year.
- License conditions can add reporting obligations. Some Section 8 licenses (particularly older ones or those granted with specific conditions by the Regional Director) carry additional periodic reporting requirements to the RD — check the original license/incorporation order (Form INC-16) for any such condition specific to the company.
Key Takeaways
- A Section 8 company follows the identical ROC annual filing calendar as a private/public company — ADT-1 (15 days), AOC-4 (30 days), MGT-7/7A (60 days) from the AGM — Section 8 status changes purpose and profit distribution, not the filing timeline.
- CSR-1 registration is a one-time, mandatory prerequisite before the company can receive CSR funds from corporate donors, and CSR-2 applies only if the company is itself covered by Section 135.
- 12A/80G registration, Form 10B/10BB audit, and ITR-7 (due 31 October of the assessment year) run on a separate Income Tax exemption calendar — the audit report must be filed before the return, or exemption can be denied for that year.
- Foreign contributions bring in a third, independent calendar under FCRA — FC-4 annual return by 31 December, plus periodic renewal (FC-3C) and quarterly disclosures — administered by the Ministry of Home Affairs, not MCA.
- The CCFS-2026 amnesty (up to 31 August 2026) covers pending ROC filings only; it has no bearing on Income Tax or FCRA due dates.