Event-Based Compliance for Companies
Annual filings come once a year. Event-based filings come every time something changes in your company: a new director, a fresh allotment, a bank loan, a new office. Most are due within 30 days of the event. We track the events, prepare the papers and file on the MCA V3 portal in time.
What it is
Event-based compliance means the ROC filings a company must make because something happened, not because a calendar date arrived. Appoint a director and you file DIR-12. Pass a special resolution and you file MGT-14. Take a secured loan and the charge goes on record in CHG-1. Each event has its own form and deadline.
These duties sit in different sections of the Companies Act, 2013: Section 117 for resolutions, Section 170 for directors, Section 39 for allotments and Section 77 for charges. Every form is filed on the MCA V3 portal with a director’s digital signature. Haryana companies now report to the ROC Haryana at Chandigarh, set up on 16 February 2026.
Who it applies to
Private limited companies
Even a two-director family company changes auditors, borrows from a bank or brings in a new shareholder. Each of those is a filing event.
One Person Companies
An OPC holds fewer meetings, but a change in its director, nominee, office or charges is reported like any other company’s.
Public and Section 8 companies
More resolutions need filing. A Section 8 company also needs Central Government approval before altering its memorandum or articles.
Why it matters
Some changes are not valid until filed
A new name takes effect only when the ROC issues the fresh certificate. Until then, the old name stands.
Lenders and investors read the MCA record
Banks pull your master data and charges before they sanction anything. A loan repaid two years ago but never closed in CHG-4 still shows as open.
Late fees grow fast
Most event forms cost ₹200 to ₹600 on time. File late and you pay up to 12 times that, plus a penalty.
Common events, forms and deadlines
| Event | Form | Deadline |
|---|---|---|
| Director or KMP appointed, resigns, removed or changes designation | DIR-12 (DIR-11 optional for the resigning director) | 30 days from the change |
| Special resolution passed (and certain board resolutions) | MGT-14 | 30 days from the resolution |
| Registered office shifted within the same city, town or village | INC-22 | 30 days from the shift |
| Authorised share capital increased | SH-7 | 30 days from the shareholders’ resolution |
| Shares allotted (rights, preferential, private placement) | PAS-3 | 30 days; 15 days for a private placement |
| Loan secured on company assets (charge created or modified) | CHG-1 (CHG-9 for debentures) | 30 days; up to 60 more days with extra fees |
| Loan repaid and charge satisfied | CHG-4 | 30 days from satisfaction |
| Auditor appointed at an AGM or to fill a casual vacancy | ADT-1 | 15 days from the meeting |
| Auditor resigns | ADT-3 (filed by the auditor) | 30 days from resignation |
| Significant beneficial owner declares interest in BEN-1 | BEN-2 | 30 days from receiving BEN-1 |
| Change of company name | MGT-14, then INC-24 | MGT-14 within 30 days; INC-24 after it |
| New company starts business | INC-20A | 180 days from incorporation |
| Director’s mobile, email or address changes | DIR-3 KYC Web | 30 days from the change |
Here is the catch: one event often triggers two forms. Say a Ballabgarh auto-parts company takes a term loan against its machinery and appoints the lender’s nominee as a director. That is CHG-1 and DIR-12, each with its own 30 days.
Two more points trip people up. A share transfer between existing shareholders needs no ROC form at all: the SH-4 goes to the company, and the change shows in the next annual return. A shift of registered office outside the city needs a special resolution, so MGT-14 comes first, then INC-22.
Documents required
Meeting papers
- Certified true copy of the board or shareholder resolution
- Altered memorandum or articles, where they change
Event-specific papers
- Director: DIR-2 consent, DIR-8 declaration, resignation letter
- Allotment: list of allottees, valuation report where needed
- Charge: loan agreement or sanction letter, both parties’ DSCs
- Office: rent agreement or title deed, recent utility bill, owner’s NOC
Filing essentials
- Valid digital signature certificate of an authorised director
- Active DIN with current KYC
- Certification by a practising CA or CS, where the form asks for it
How it works
Tell us before the event happens
A loan sanction or a director stepping down is usually known weeks ahead. We list the approvals and forms it will need, in order.
Draft the resolutions and declarations
We prepare the resolution, notice, consent letters and altered clauses. First, though, we check that your articles allow the step.
File each form in the right sequence
Some forms depend on others; for a name change, MGT-14 must go before INC-24. We file on the MCA V3 portal well inside the deadline.
Update registers and plan the annual return
We update the registers and carry each change into your annual ROC filings, so MGT-7 matches what was reported during the year.
Timelines
30 days for most events
DIR-12, MGT-14, INC-22, SH-7, PAS-3, CHG-1, CHG-4 and BEN-2 are due within 30 days of the event.
15 days for auditors and placements
ADT-1 is due within 15 days of the meeting that appoints the auditor. A private placement allotment must be reported in PAS-3 within 15 days.
180 days for a new company
A company with share capital must file INC-20A within 180 days of incorporation, before it starts business or borrows.
What happens if you file late
Additional fee of 2× to 12×
Event forms such as DIR-12, INC-22 and MGT-14 attract a multiple of the normal fee: 2× up to 30 days late, 4× for 31–60 days, 6× for 61–90, 10× for 91–180 and 12× beyond. SH-7 for a capital increase is charged 2.5% of the fee per month for six months, then 3% per month.
Penalties under each section
Section 117(2) for an unfiled resolution: ₹10,000 plus ₹100 a day, up to ₹2 lakh for the company. Section 172 for DIR-12: ₹50,000 plus ₹500 a day, up to ₹3 lakh. Section 64(2) for SH-7: ₹500 a day, up to ₹5 lakh.
Some doors close completely
A charge not filed within 120 days can only be registered through the Regional Director in CHG-8. A liquidator ignores unregistered charges, so lenders insist on CHG-1.
Frequently asked questions
What is event-based compliance for a company?
It is the set of ROC filings a company makes because something changed, rather than on a fixed annual date. Appointing a director, passing a special resolution, allotting shares, creating a charge or shifting the registered office each has its own form, usually due within 30 days. Annual filings like AOC-4 and MGT-7 are separate. Keep a simple log of board decisions and you will rarely miss one.
Which resolutions have to be filed in MGT-14?
Every special resolution, plus the resolutions listed in Section 117(3), must be filed in MGT-14 within 30 days. That includes alteration of the memorandum or articles, a change of name or objects and certain board resolutions under Section 179(3). Private companies are exempt from filing those board resolutions, but not their special resolutions. Send us the minutes and we will tell you which items need filing.
Does a share transfer need an ROC filing?
No, a transfer of shares between holders does not need a separate ROC form. Both parties sign Form SH-4, which goes to the company with the share certificate for board approval. The company must issue the new certificate within one month. The change then appears in the next MGT-7 annual return. Non-small private companies must check the Rule 9B demat rule first.
What is the late fee for event-based forms?
For most event forms it is a multiple of the normal fee: 2× up to 30 days late, 4× for 31–60 days, 6× for 61–90 days, 10× for 91–180 days and 12× beyond 180 days. INC-22 and PAS-3 can go up to 18× if filed late twice within 365 days. The normal fee is ₹200 to ₹600 by authorised capital, so an early filing keeps the cost small.
What if a charge is not filed within 30 days?
You can still file CHG-1 for up to 60 more days with an additional fee, and for a further 60 days with an ad valorem fee. After 120 days in total, the ROC route closes and the company must apply to the Regional Director in CHG-8 to condone the delay. Filing within 30 days avoids all of this.
Is DIR-12 needed when a CFO or company secretary is appointed?
Yes. DIR-12 covers key managerial personnel as well as directors, so the appointment or resignation of a CFO, company secretary, CEO or manager is reported within 30 days. In practice this catches many growing companies off guard: a new CFO joins in April and nobody thinks of the ROC. The normal fee is the same ₹200 to ₹600 slab. We prepare the board resolution and appointment letter along with the form.
Who signs event-based forms on the MCA portal?
Usually a director signs with a valid DSC, after the board authorises them. Some forms also need a practising CA, CS or Cost Accountant to certify them, and CHG-1 needs the DSC of the charge-holder too. A newly appointed director can sign only after their appointment shows in the company’s MCA master data. Keep at least one active DSC on hand and filings never stall.
Do director KYC changes need a separate filing?
Yes. From 31 March 2026, DIR-3 KYC is filed once every three financial years, but any change in a director’s mobile number, email or address must be updated within 30 days through DIR-3 KYC Web. The fee is ₹500 per change filing. Think of a director who moves house from Sector 15 to Sector 21 in Faridabad: that change of address needs this update. Filed within 30 days, it is a routine update.
Can event-based forms be filed after the deadline?
Yes, most can, with the additional fee for the delay. Since 7 May 2018 there is no outer limit of 270 days for late filing, though charges are an exception with their own 120-day rule. The ROC can still levy a penalty under the relevant section, Filing as soon as you notice the miss keeps both the fee and the penalty at their lowest.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
Most event forms, including DIR-12, MGT-14, INC-22, PAS-3, CHG-1, CHG-4, ADT-1 and BEN-2, carry a normal government fee based on authorised capital:
| Authorised capital | Normal fee |
|---|---|
| Below ₹1 lakh | ₹200 |
| ₹1 lakh to below ₹5 lakh | ₹300 |
| ₹5 lakh to below ₹25 lakh | ₹400 |
| ₹25 lakh to below ₹1 crore | ₹500 |
| ₹1 crore and above | ₹600 |
SH-7 is different: the fee depends on the amount of the capital increase, and stamp duty may apply depending on the state.
Ready to begin?
Tell us what is changing in your company, and we will map every form and deadline before the 30 days start running.