Section 8 Company Annual Compliance: AGM, AOC-4, MGT-7, Audit and Penalties
A Section 8 company must hold an AGM, get its accounts audited every year regardless of turnover, file AOC-4 within 30 days of the AGM and MGT-7 within 60 days of the AGM, and hold at least one board meeting every six months. Late filing costs ₹100 per day, and repeated default can put the licence at risk. As of September 2026.
What is Section 8 company annual compliance and what does it involve?
Section 8 company annual compliance is the set of yearly filings and meetings a licensed non-profit company must complete to stay in good standing with the Registrar of Companies: board meetings, an AGM, audited accounts, AOC-4, MGT-7, director KYC and an income-tax return. It applies even when the company raised no money that year.
Say Imran runs a literacy foundation as a Section 8 company with a 31 March year-end. It received a small grant, spent it on classes, and has no employees. He assumes there is nothing to file. In fact he must still get accounts audited, hold an AGM, and file AOC-4 and MGT-7. If he holds the AGM on 20 September, AOC-4 is due by 20 October and MGT-7 by 19 November. Miss those dates and the late fee starts running.
This guide lists every recurring item we could verify as of September 2026, shows a calendar for a 31 March year-end, and explains what late filing can cost. Tax registration under 12A and 80G is a separate topic; see the 12A and 80G next-steps guide. If you have not incorporated yet, start with the cost guide.
What is the annual compliance calendar for a Section 8 company?
For a company with a 31 March year-end, the core dates are the AGM by 30 September, AOC-4 within 30 days of the AGM, MGT-7 within 60 days of the AGM, and at least one board meeting in every six-month period. The table gives the timing and what each item is.
| Item | Timing (31 March year-end) | What it is |
|---|---|---|
| Board meeting | At least one every 6 calendar months | Relaxed from the usual four a year for companies under Section 8 |
| Statutory audit | Every year, before the AGM | Mandatory regardless of turnover |
| AGM | Within 6 months of year-end (by 30 September); first AGM within 9 months of the first year-end | Annual general meeting; notice of 14 clear days; gap between two AGMs not more than 15 months |
| AOC-4 | Within 30 days of the AGM | Filing of financial statements with the ROC |
| MGT-7 | Within 60 days of the AGM | Annual return of members, directors and key details |
| ADT-1 | Within about 15 days of an auditor's appointment (confirm with your CA) | Notice of auditor appointment |
| DIR-3 KYC | Per the MCA schedule; 2026 guides describe it as annual by 30 September | KYC of each director; check the current rule |
| Income-tax return | Commonly 31 October when an audit applies (your CA confirms) | Return filed after charitable registration |
The board-meeting relaxation and the AGM flexibility come from government notifications that exempt companies under Section 8 from some standard rules. Exemptions can be withdrawn if the company defaults in filing its financial statements or annual return, which is one more reason to file on time.
Is an audit mandatory for a Section 8 company, and what books must you keep?
Yes. Every Section 8 company must have its accounts audited by a chartered accountant each year, whatever its turnover. Auditor rotation rules also apply, and the auditor's appointment is reported to the ROC in ADT-1.
The books must be kept on an accrual basis with double-entry bookkeeping, and the financial statements must include a cash flow statement. An internal audit is required only if the company crosses the prescribed thresholds. A small non-profit that thinks a cash book is enough will need to fix that before its first audit.
Two practical points. First, an audit report is also needed for income-tax purposes once you hold charitable registration, so a clean set of books serves both filings. Second, plan the audit early: the AGM cannot take place properly until the accounts are signed off, and AOC-4 and MGT-7 deadlines run from the AGM date, not from year-end. If you are budgeting for your first year, remember that audit and filing costs are recurring, unlike incorporation.
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Start Section 8 registration →How do AGM, AOC-4 and MGT-7 work for a Section 8 company?
The AGM triggers everything else: AOC-4 is due within 30 days of it and MGT-7 within 60 days. Hold the AGM by 30 September for a 31 March year-end so the later dates are predictable.
AGM
Every Section 8 company must hold an AGM. The first is due within nine months of the end of its first financial year; after that, within six months of each year-end, with no more than 15 months between two AGMs. Notice is 14 clear days, and the Board can decide the date and place.
AOC-4 and MGT-7
AOC-4 carries the audited financial statements to the ROC. MGT-7 is the annual return. A company under Section 8 is excluded from the "small company" category, so it uses the full MGT-7, not the shorter MGT-7A. Special resolutions and certain board resolutions are also filed in MGT-14 within their own time limit.
If your objects need changing or you want to alter the articles, those are event-based filings, not annual ones; your CA confirms which apply. See the objects and requirements guide for what the objects clause can and cannot say.
What is the penalty for late annual filing by a Section 8 company?
Late filing of AOC-4 or MGT-7 attracts an additional fee of ₹100 per day of delay, with no cap on that fee, and the Companies Act also provides separate penalties as of September 2026. The exposure grows every day, so a small delay is cheap but a long one is not.
- Additional filing fee: ₹100 per day for AOC-4 and MGT-7, with no upper limit on the fee.
- Company penalty: under the Act, ₹10,000 plus ₹100 per day of continuing default, up to a maximum of ₹2 lakh.
- Officers in default: up to ₹50,000.
- Director disqualification: directors can be disqualified for five years if AOC-4 and MGT-7 are not filed for three consecutive financial years.
Confirm current amounts with your CA before paying anything. Penalties for other kinds of default, and fines under the Section 8 provisions themselves, are set by the Act and differ by offence; we have left those amounts general because we could not verify them.
Can a Section 8 company lose its licence for non-compliance?
Yes, but not automatically. The Central Government can cancel the licence if the company contravenes its conditions, conducts its affairs fraudulently or against public interest, or is persistently in default, and it must issue a show-cause notice, give a hearing and pass a reasoned order first.
After revocation, the company can be directed to convert to a different form of company or be wound up. On winding up, surplus assets do not go back to members: they pass to another non-profit company with similar objects or to a statutory fund. That is why annual compliance is more than paperwork for a non-profit. A licence lost through neglect can end the structure your donors relied on.
Other obligations may also apply. A company that spends CSR money or acts as a CSR implementing agency needs CSR-1 registration, and companies under Section 8 are not automatically exempt from the CSR spending thresholds. A pending Corporate Laws (Amendment) Bill, 2026 proposes general Companies Act changes but is not yet law as of September 2026, so plan on today's rules.
Can Shunya handle your Section 8 company's annual filings?
Shunya's Section 8 service covers incorporation: the MOA and AOA, the licence application, and the SPICe+ filing on the MCA portal, reviewed by a practising Chartered Accountant. Ongoing annual filings are a separate matter; ask your CA on the free callback how they can be supported after incorporation.
Shunya's professional fee for the registration is ₹1,999. It excludes the DSC issuer's charge, government fees, stamp duty and other third-party costs, which are billed separately and explained by your CA on the callback. The fee does not cover the recurring audit, AOC-4 or MGT-7 work described above.
Not sure whether the recurring load suits you? Compare the Section 8 company, trust and society options first. To start, request a callback on the Section 8 registration page, or WhatsApp +91 80809 18797.
What annual filings does a Section 8 company have to make?
It must hold an AGM, get accounts audited, file AOC-4 within 30 days of the AGM and MGT-7 within 60 days of the AGM, and hold at least one board meeting every six months. Directors also need DIR-3 KYC and the company files an income-tax return.
Is audit compulsory for a Section 8 company with zero turnover?
Yes. Every company under Section 8 must have its accounts audited by a chartered accountant each year, regardless of turnover or activity. Books must be on accrual basis with double-entry bookkeeping and include a cash flow statement.
How many board meetings must a Section 8 company hold?
At least one in every six calendar months, under the relaxation notified for companies under Section 8. Some blogs say two or four a year; follow the ICAI position of one every six months and confirm with your CA.
What is the late fee for AOC-4 and MGT-7 for a Section 8 company?
An additional fee of ₹100 per day of delay applies, with no cap on that fee. Separately, the Act provides a penalty of ₹10,000 plus ₹100 per day up to ₹2 lakh on the company, and up to ₹50,000 on officers. Confirm current amounts with your CA.
Does a Section 8 company file MGT-7 or MGT-7A?
It files the full MGT-7. A company under Section 8 is excluded from the definition of a small company, and MGT-7A is the shorter form for small companies. Some guides loosely write MGT-7/MGT-7A, so ask your CA to confirm the form on the portal.
Can a Section 8 company lose its licence for missing filings?
Persistent default can lead to licence cancellation by the Central Government, but only after a show-cause notice, hearing and reasoned order. The company may then be directed to convert or be wound up, with surplus assets passing to a similar non-profit.
This article is for general information only. For your specific situation, consult a practicing CA.
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