How to File MGT-7 on MCA V3: The Annual Return Walkthrough, Step by Step

Every year I meet at least one director who did everything right on paper — accounts audited, AGM held on time — and still ended up paying to resubmit MGT-7 because the portal rejected the first attempt. The form itself is not hard. The order of steps is what catches people. File AOC-4 first. Get the MGT-8 question settled early. Check the DSC before you start, not after you have filled twenty screens. This walkthrough takes you through MGT-7 on MCA V3 in the order the portal actually wants, so your first submission is the one that gets approved.

How do you file MGT-7 on MCA V3, step by step?

You file MGT-7 on MCA V3 after your AGM, within 60 days of that meeting under section 92. First file AOC-4 and note its approved SRN, then open the MGT-7 webform, complete the share capital, shareholding and indebtedness sections, attach MGT-8 if needed, sign with a registered DSC, pay and save the SRN and challan.

Before you open the form: the date, the fee waiver and what they do not mean

Section 92 requires every company to file its annual return within 60 days of the AGM. If your AGM was held on 30 September 2026, count 60 days forward and you land on 29 November 2026. That is your statutory due date for FY 2025-26. If no AGM was held, the return is still due within 60 days of the date the AGM should have been held, with reasons for not holding it recorded in the form.

Now the part that is being misread in a lot of WhatsApp forwards. MCA General Circular 05/2026, dated 24 October 2026, allows companies to file MGT-7 and MGT-7A for FY 2025-26 up to 31 January 2027 without paying additional fees. The AOC-4 family gets the same kind of window up to 31 December 2026. Read that sentence again. The circular waives the additional fee inside the window. It does not move the statutory due date, and it does not extend the time for holding your AGM — paragraph 3 of the circular says so in plain words. A filing made after 31 January 2027 attracts all fees, including additional fees, counted from the original due date, not from 31 January.

So treat 29 November 2026 as your working deadline and 31 January 2027 as a safety net you would rather not test. Your MGT-7 due date for FY 2025-26 has not changed. Only the fee meter has been paused.

Outside this one season, delay costs ₹100 per day of additional fee under section 403, per form, with no upper cap. Thirty days late is ₹3,000. Ninety days late is ₹9,000. The portal computes it before you pay, and there is no negotiation at that screen. The separate penalty under section 92(5) — ₹10,000 plus ₹100 per day, capped at ₹2 lakh for the company and ₹50,000 for an officer in default — sits on top of the fee and is imposed through adjudication, not at the payment page. Keep the two apart in your head: the fee is what you pay to file late; the penalty is what the Registrar can impose for having filed late.

Step 0: four checks that decide whether the filing will go through

Do these before you log in. Each one takes minutes. Each one, skipped, can waste an entire evening.

1. Is AOC-4 filed and approved? The MGT-7 flow asks for the SRN of your financial statements filing. In practice the portal expects an approved AOC-4 SRN, not a submitted one sitting in resubmission. File AOC-4 first — it is due within 30 days of the AGM in any case — and wait for approval. You can check the AOC-4 due date for FY 2025-26 if your dates are tight.
2. Do you need MGT-8? Under Rule 11(2) of the Companies (Management and Administration) Rules, 2014, the annual return of a listed company, and of any company with paid-up share capital of ₹10 crore or more or turnover of ₹50 crore or more, must be certified by a practising company secretary in Form MGT-8. If that is you, engage the PCS two to three weeks ahead. A certificate cannot be produced in an afternoon without cutting corners neither of you wants cut.
3. Is the signing director's DSC live on V3? You need a valid Class 3 DSC. It must be registered and associated with the director's DIN on the V3 portal, the PAN inside the DSC must match MCA master data, and the DIN itself must be active. A DSC held by someone who resigned last year will fail at the signing screen, which is the worst possible place to discover it.
4. Are you filing MGT-7 at all? One Person Companies and small companies file the shorter MGT-7A, not MGT-7. Since 1 December 2025 a small company means paid-up capital up to ₹10 crore and turnover up to ₹100 crore, both together. If you are unsure which side of that line you sit on, settle it first — our guide on MGT-7 vs MGT-7A: which annual return walks through the test.

The walkthrough: MGT-7 on V3, screen by screen

Log in and open the webform

Go to mca.gov.in and log in with your V3 business user credentials. The person who will sign should be the person logged in, or at least available — V3 ties the DSC to the login in ways V2 never did. From MCA Services, open the company forms and select MGT-7. The form is a webform now. You fill it in the browser, section by section, and you can save a draft and return to it. Use that. Nobody should fill an annual return in one sitting without a break to re-check the numbers.

Pre-fill: trust it, then verify it

Enter the CIN and the portal pre-fills the company name, registered office, capital structure and director details from master data. Pre-fill is a starting point, not a guarantee. I have seen pre-filled registered office addresses that were one digit off from the master data the Registrar holds, and that single mismatch held up approval. Check the pre-filled fields against your own records line by line: CIN, company name, registered office address, email, financial year dates, AGM date. If master data itself is wrong, fix that first through the proper form. Do not type over a wrong pre-fill inside MGT-7 and hope nobody notices — the return and the master data will disagree, and the disagreement is what gets queried.

Attach the AOC-4 SRN

Enter the SRN of your approved AOC-4 filing where the form asks for it. This is the link between your financial statements and your annual return, and it is why the filing order matters. If your AOC-4 is still under resubmission, stop here. Correct and complete AOC-4, get the approval, then come back. Submitting MGT-7 against an unapproved SRN is one of the three rejections I see most often, and it is entirely avoidable.

Share capital and shareholding

This is the heart of the return. Work through it slowly.

• Authorised, issued, subscribed and paid-up capital as on the close of the financial year, split by class of shares. These figures must agree with your audited balance sheet and with AOC-4. If they do not, one of the two filings is wrong.
• Shareholding pattern — promoters and public, Indian and foreign, body corporate and individual — as on 31 March. The percentages must add up. The portal validates the arithmetic; your register of members is the source, not last year's return.
• Transfers during the year and any change in shareholding since the last return. Keep your SH-4 transfer deeds and board approvals beside you while you fill this in.
• List of shareholders as an attachment, where the form calls for it. Generate it from the register of members as on the year-end date, not from a spreadsheet someone updated in June.

Think of this section as the company's family photograph for the year. Anyone — a bank, an investor, a buyer doing diligence — can pull this return and see who owned what on 31 March. A sloppy photograph follows the company for years.

Indebtedness, directors and meetings

The indebtedness section asks for secured and unsecured loans, deposits and debenture position, with opening balance, additions, reductions and closing balance. Reconcile it to your DPT-3 return and to the borrowings note in the financial statements. Three documents telling three different stories about the same loan is an invitation to receive a notice.

Then come directors and key managerial personnel — appointments, cessations, DINs — and the meetings section: board meetings and general meetings held during the year, with dates and attendance. Pull these from the minutes book. If a director ceased mid-year, the cessation date in MGT-7 must match the DIR-12 you filed at the time. The portal era has made these cross-checks cheap for the Registrar to run. Assume they will be run.

MGT-8, signing and submission

If MGT-8 applies to you, attach the signed certificate from your practising company secretary before you sign. The PCS signs with their own DSC and membership and certificate-of-practice details, and V3 checks the association. Attaching an unsigned scan, or a certificate from last year with the dates changed, will not survive scrutiny and should not be attempted.

Sign the form with the director's DSC. Where the company has a whole-time company secretary, their signature is also required in the manner the form prescribes. Run the pre-scrutiny check the portal offers, read every error it throws up — do not just click past warnings — then submit, pay the normal filing fee (plus additional fee if you are late and outside the Circular 05/2026 window), and download two things immediately: the SRN and the payment challan. Save the filed copy of the form as well. Your future self, sitting in a bank's diligence call eighteen months from now, will thank you.

MGT-7 and MGT-7A at a glance

The three rejections that waste a filing

I keep a short list taped to my monitor during filing season. These three account for most of the MGT-7 resubmissions I am asked to rescue.

1. MGT-8 was needed and is missing. The company crossed ₹10 crore paid-up capital or ₹50 crore turnover, nobody ran the Rule 11(2) test, and the form went in without a certificate. The fix is not a reply to the Registrar. The fix is a PCS engagement you should have started three weeks earlier.
2. The AOC-4 SRN is not yet approved. The statements filing is sitting in resubmission, the team files MGT-7 anyway because the calendar says so, and the annual return stalls. Sequence beats speed here. AOC-4 first, approval second, MGT-7 third.
3. The DSC is not registered or not associated on V3. Expired DSC. DSC of a resigned director. PAN mismatch between the DSC and MCA records. DIN deactivated. Every one of these is a ten-minute check on a quiet Tuesday and a full-day fire on the last evening of the window.

Other mistakes I see every season

• Reading the fee waiver as a due-date extension. Circular 05/2026 pauses the fee meter for FY 2025-26. It does not move section 92's 60 days, and it does not excuse a late AGM.
• Copying last year's shareholding. One transfer in October, forgotten by November, and the return no longer matches the register of members.
• AGM date errors. The date in MGT-7 must be the date the AGM was actually held, matching the minutes and the AOC-4 filing. A one-day slip creates a mismatch across two approved forms.
• Leaving indebtedness blank because "we have no loans". If you have director loans, inter-corporate deposits or debentures, they belong here. Blank means nil. Nil must be true.
• Filing and forgetting. No SRN saved, no challan downloaded, no one checking the approval status a week later. A form stuck in resubmission is not a filed form.

After you file: a ten-minute checklist

1. Confirm the SRN shows as approved on the portal, not merely submitted.
2. File the challan, the filed form copy and the MGT-8 (if any) together in your compliance folder for the year.
3. Update your internal compliance tracker with the filing date and SRN, so next year's team is not reconstructing this from email.
4. Diarise next year now: AOC-4 within 30 days of the AGM, MGT-7 within 60 days, PCS engaged by early September if MGT-8 applies.

Should you file this yourself?

Honestly? If yours is a small private company with a handful of shareholders, no transfers during the year, no MGT-8 trigger and an approved AOC-4 already in hand, a careful director can file MGT-7 without help. The form rewards patience more than brilliance. But if MGT-8 certification applies, if your shareholding changed hands, if AOC-4 is stuck, or if you are filing close to the deadline with a DSC you have not tested — that is professional work, and the cost of getting it wrong is a rejected filing plus a fee clock that does not stop while you sort it out.

If you would rather hand the whole annual filing cycle — AOC-4, MGT-7, the MGT-8 coordination and the deadline tracking — to a team that does this every week, look at our ROC annual filing service and tell us your AGM date. We will tell you plainly what is due, by when, and what it will cost.

Frequently asked questions

What is the due date for MGT-7 for FY 2025-26?

Within 60 days of your AGM under section 92. For an AGM held on 30 September 2026, the due date is 29 November 2026. General Circular 05/2026 lets you file up to 31 January 2027 without additional fees, but that is a fee waiver, not an extension of the due date.

Can I file MGT-7 before AOC-4?

No, not cleanly. The MGT-7 flow needs the SRN of your AOC-4 filing, and the portal expects that SRN to be of an approved filing. File AOC-4 first — it is due within 30 days of the AGM — wait for approval, then file MGT-7.

When is MGT-8 certification compulsory?

Under Rule 11(2), when the company is listed, or its paid-up share capital is ₹10 crore or more, or its turnover is ₹50 crore or more. The certificate is given by a practising company secretary in Form MGT-8 and attached to MGT-7.

What is the late fee for MGT-7?

An additional fee of ₹100 per day of delay under section 403, with no upper cap, apart from the normal filing fee. For FY 2025-26 filings made by 31 January 2027, General Circular 05/2026 waives that additional fee. A separate penalty under section 92(5) can also be imposed through adjudication.

Who signs MGT-7 on MCA V3?

A director signs with a valid Class 3 DSC that is registered and associated with their DIN on V3. Where MGT-8 applies, the practising company secretary signs the certificate with their own DSC. If the company has a whole-time company secretary, the form also carries their signature as prescribed.

We are a small company. Do we file MGT-7?

No. One Person Companies and small companies file MGT-7A, the abridged annual return. Since 1 December 2025, a small company is one with paid-up capital up to ₹10 crore and turnover up to ₹100 crore. The due date — 60 days from the AGM — is the same.