Drafting, Pleadings and Appearances · Documents under Companies Act, 2013

Filing of Documents with the Registrar and Related Forms

Updated 11 October 2026 · Fact-checked

Under the Companies Act, 2013, any document or information required to be filed with the Registrar must be filed electronically, within the time stated in the relevant section, with the prescribed fee. If you are late, you can still file by paying additional fee, but penalties for default also apply. The Central Government may condone delay.

Understand Filing of Documents with the Registrar and Related Forms

A company must keep the public record about itself up to date. It does this by filing documents, returns, resolutions, financial statements and notices with the Registrar of Companies (Registrar). Each section of the Act that needs a filing states the time limit. Section 403 is the general rule: the document must be filed within the time specified in the relevant provision, with the prescribed fee.

Filing is electronic. Under section 398, the Central Government may by rules require that applications, balance sheets, returns, declarations, memorandum, articles, particulars of charges and other documents are filed in electronic form and authenticated in the prescribed manner. The Registrar also maintains the record electronically, and fees are paid electronically. In practice this is done on the MCA portal using the prescribed e-forms. The Explanation to section 398 says the rules made under it do not deal with fines, penalties or fees. Those come from the Act itself.

If you miss the deadline, the document is not lost. Section 403 lets you file late on payment of additional fee. The first proviso covers documents under section 92 (annual return) and section 137 (financial statements): the additional fee is prescribed and must not be less than ₹100 per day, and it can differ for different classes of companies. The second proviso covers all other documents, with additional fee as prescribed. The third proviso says that if there is default on two or more occasions, as may be prescribed, a higher additional fee is payable.

Paying additional fee does not wipe out the default. Section 403(2) says that where a company fails to file within the specified period, the company and the officers in default are liable, without prejudice to the fee and additional fee, to the penalty or punishment provided under the Act. So you pay for late filing and may also face a penalty.

Two more sections matter. Section 460 lets the Central Government, for reasons recorded in writing, condone the delay in filing a document with the Registrar, or in making an application to the Central Government. Section 399 gives the public the right to inspect documents kept by the Registrar by electronic means on payment of fee, and to get certified copies. A certified true copy is admissible in evidence as of equal validity with the original.

Key rules to remember

General filing rule (section 403(1)): File within the time in the relevant section + prescribed fee; The time limit is always found in the section that requires the filing, not in section 403.
Late filing of section 92 or 137 documents: Additional fee ≥ ₹100 per day (as prescribed; may differ by class of company); First proviso to section 403(1). The exact amounts are in the rules, so do not quote slabs unless the question gives them.
Late filing of other documents: Additional fee as prescribed; higher fee on default on two or more occasions; Second and third provisos to section 403(1).
Consequence of default (section 403(2)): Company + officers in default liable for penalty, in addition to fee and additional fee; Late fee does not remove liability.
Financial statements (section 137(1)): File within 30 days of the date of the AGM; If not adopted at the AGM, file unadopted statements within 30 days of the AGM; the Registrar keeps them as provisional. Statements adopted at the adjourned AGM are filed within 30 days of that meeting.
One Person Company (section 137, third proviso): File within 180 days from closure of the financial year; Statements are adopted by its member.
AGM not held (section 137(2)): File within 30 days of the last date by which the AGM should have been held, with a statement of facts and reasons; Statements must be duly signed.
Penalty for failure under section 137(3): Company: ₹10,000 + ₹100 per day of continuing failure, max ₹2,00,000. Officers: ₹10,000 + ₹100 per day after the first, max ₹50,000; Officers are the MD and CFO, or if none, the director charged by the Board, or if none, all directors.
Condonation (section 460): Central Government may condone delay for reasons recorded in writing; Applies to applications to the Central Government and to documents to be filed with the Registrar.

How to solve Filing of Documents with the Registrar and Related Forms questions

Use this method for any question on filing documents with the Registrar. Keep provision, facts, conclusion in that order.

1Identify the document and the section that requires it to be filed. That section gives the time limit and any specific penalty.
2State the general rule: section 403(1) requires filing within the specified time with the prescribed fee, and section 398 requires electronic filing as prescribed.
3Work out the due date from the facts. For financial statements, count 30 days from the AGM date. For an OPC, count 180 days from the end of the financial year.
4Count the days of delay, if any, and say additional fee applies under section 403. Use the ₹100 per day minimum only for section 92 or 137 documents. Say the exact amount is as prescribed.
5State the penalty. For section 137, apply section 137(3) to the company and to the officers separately and respect the maximums. Note section 403(2): the late fee does not remove penalty.
6Mention relief where it fits: condonation of delay under section 460.
7Conclude clearly: what must be filed, by whom, by when, and what the company is liable to pay.

Quickest way: Four-line answer for filing questions

When to use it: Use when the question is short and asks what happens if a company files late or fails to file.

Line 1: Name the section requiring the filing and its time limit.
Line 2: Say it is filed electronically with the prescribed fee (sections 403 and 398).
Line 3: Say late filing is allowed on additional fee, and penalty on company and officers in default still applies (section 403(2)).
Line 4: Add the specific penalty from the section (for example section 137(3)) and mention section 460 condonation.

Common mistakes in Filing of Documents with the Registrar and Related Forms

Saying that paying additional fee ends all liability.
Students read the provisos to section 403(1) and stop.
Fix: Always add section 403(2): additional fee is without prejudice to the penalty or punishment under the Act.
Counting the 30 days for financial statements from the end of the financial year.
Confusion with the 180 days for an OPC or with the AGM timeline.
Fix: Under section 137(1) the 30 days run from the date of the AGM. Only the OPC period runs from the closure of the financial year.
Applying the ₹100 per day minimum to every late filing.
The figure is easy to remember, so it gets used everywhere.
Fix: That minimum is in the first proviso and only for documents under sections 92 and 137. For other documents the additional fee is as prescribed.
Mixing the company's penalty with the officers' penalty under section 137(3).
Both start at ₹10,000, so the caps get blurred.
Fix: Company: further ₹100 per day, maximum ₹2,00,000. Officers: further ₹100 per day after the first, maximum ₹50,000. Write them separately.
Forgetting the case where the AGM is not held.
Students assume the 30 days always follows an actual meeting.
Fix: Under section 137(2), file within 30 days of the last date by which the AGM should have been held, with the statement of facts and reasons.
Confusing section 398 (electronic form) with section 403 (fee and time).
Both are about filing, so the roles are mixed.
Fix: Section 398 is about the mode: electronic filing, authentication, payment. Section 403 is about time, fee and additional fee.

Worked examples

Example 1

Greenfield Foods Pvt. Ltd. held its AGM on 10 September and adopted the financial statements. The Company Secretary files the statements with the Registrar on 25 October. Advise on the consequences. The company has a Managing Director and a CFO.

Show the solution

Provision: section 137(1) requires a copy of the adopted financial statements to be filed within 30 days of the AGM.
Due date: 30 days from 10 September is 10 October (20 days left in September plus 10 in October).
Facts: filing on 25 October is 15 days late.
Additional fee: under section 403(1), first proviso, late filing of a section 137 document is allowed on additional fee as prescribed, at not less than ₹100 per day.
Penalty: under section 137(3) and 403(2), the company is liable to ₹10,000 plus ₹100 per day of continuing failure, subject to a maximum of ₹2,00,000. The MD and the CFO are each liable to ₹10,000 plus ₹100 per day after the first, subject to a maximum of ₹50,000.
Relief: the company may apply to the Central Government under section 460 for condonation, which may be granted for reasons recorded in writing.

Answer: The filing is 15 days late. It can still be filed on payment of additional fee (not less than ₹100 per day), but the company, the MD and the CFO remain liable to penalty under section 137(3), within the stated maximums. Condonation under section 460 is possible.

Example 2

Explain how a document is to be filed with the Registrar and what happens if the time limit in the relevant section is missed by an Indian company, in a note to the board.

Show the solution

Mode: section 398 allows rules requiring documents to be filed in electronic form, authenticated as prescribed, with fees paid electronically.
Rule: section 403(1) requires filing within the time specified in the relevant provision with the prescribed fee.
Late filing: the provisos let the company file after the period on payment of additional fee. For section 92 and 137 documents it is not less than ₹100 per day. For other documents it is as prescribed. For default on two or more occasions, a higher additional fee may be prescribed.
Liability: under section 403(2), the company and the officers in default are also liable to the penalty or punishment under the Act. Additional fee does not remove this.
Relief and record: the Central Government may condone delay under section 460. Once filed, the document can be inspected by the public electronically under section 399.

Answer: File electronically on the prescribed form with the fee within the time stated in the relevant section. If late, file with additional fee, but expect penalty for the company and officers in default. Condonation under section 460 is the possible relief.

Exam tips

Write in the order provision, facts, conclusion. Cite section 403 and the section that creates the filing duty.
Compute dates and days of delay explicitly. Examiners reward the working, not only the final figure.
Give the two penalty limbs of section 137(3) separately for company and officers, with the correct maximums.
Do not quote prescribed fee slabs unless the question supplies them. Say the amount is as prescribed and the minimum is ₹100 per day for sections 92 and 137.
Close with practical advice: file at once, pay the additional fee, consider a condonation application under section 460.

Practice questions from Documents under Companies Act, 2013

Filing of Documents with the Registrar and Related Forms: frequently asked questions

Within how many days must financial statements be filed with the Registrar?

Under section 137(1), within 30 days of the date of the annual general meeting. A One Person Company files within 180 days from the closure of the financial year.

Can a company file a document after the due date?

Yes. Section 403(1) allows late filing on payment of additional fee as prescribed. For documents under sections 92 and 137 the additional fee is not less than ₹100 per day.

Does paying the additional fee avoid penalty?

No. Section 403(2) says the company and officers in default are liable for the penalty or punishment under the Act, without prejudice to the fee and additional fee.

Can the delay in filing be condoned?

Yes. Under section 460, the Central Government may, for reasons recorded in writing, condone delay in filing a document with the Registrar or in making an application to the Central Government.

Can the public see documents filed with the Registrar?

Yes. Section 399 lets any person inspect them by electronic means on payment of fee, subject to the Act, and obtain certified copies. Special limits apply to documents delivered with a prospectus.