MCA Compliance Knowledge Base: Base Fees, Late Charges, Penalties, Interest & Stamp Duty
MCA Compliance Knowledge Base: Fees, Late Charges, Penalties, Interest & Stamp Duty
Jurisdiction: Ministry of Corporate Affairs (MCA), Government of India
Applicable Laws: Companies Act, 2013 & Limited Liability Partnership Act, 2008 (with updated Amendments)
1. Base Statutory Filing Fees
A. Companies Act, 2013 (Companies Registration Offices and Fees Rules, 2014)
1. Company Incorporation (Form SPICe+ Part B / Rule 38)
Authorized Capital up to ₹15,00,000 (or OPC/Small Co threshold):
- RoC Filing Fee: NIL (₹0).
- Applicable Charges: State-specific Stamp Duty (MoA/AoA) + PAN (₹66) + TAN (₹65).
Authorized Capital Exceeding ₹15,00,000 (Calculated under Table of Fees, Rule 12):
For a company having share capital, the incorporation fee is determined incrementally across the following statutory slabs:
- Base Capital up to ₹1,00,000: ₹5,000
- ₹1,00,001 to ₹5,00,000: ₹5,000 + ₹400 for every ₹10,000 (or part thereof).
- ₹5,00,001 to ₹50,00,000: ₹21,000 + ₹300 for every ₹10,000 (or part thereof).
- ₹50,00,001 to ₹1,00,00,000: ₹1,56,000 + ₹100 for every ₹10,000 (or part thereof).
- Exceeding ₹1,00,00,000: ₹2,06,000 + ₹75 for every ₹10,000 (or part thereof).
- Statutory Maximum Cap: Total RoC incorporation registration fee shall not exceed ₹2,50,00,000 (₹2.5 Crore).
Formula for Capital > ₹15,00,000:
- Between ₹15,00,001 and ₹50,00,000:
RoC Fee = ₹51,000 + [ (Authorized Capital - ₹15,00,000) / 10,000 × ₹300 ] - Between ₹50,00,001 and ₹1,00,00,000:
RoC Fee = ₹1,56,000 + [ (Authorized Capital - ₹50,00,000) / 10,000 × ₹100 ] - Above ₹1,00,00,000:
RoC Fee = ₹2,06,000 + [ (Authorized Capital - ₹1,00,00,000) / 10,000 × ₹75 ](subject to max ₹2.5 Cr cap)
2. Standard Normal Filing Fees (E-forms: AOC-4, MGT-7, DIR-12, INC-22, PAS-3, MGT-14, ADT-1, etc.)
- Nominal Share Capital less than ₹1,00,000: ₹200
- Nominal Share Capital ₹1,00,000 to ₹4,99,999: ₹300
- Nominal Share Capital ₹5,00,000 to ₹24,99,999: ₹400
- Nominal Share Capital ₹25,00,000 to ₹99,99,999: ₹500
- Nominal Share Capital ₹1,00,00,000 or more: ₹600
3. Fixed-Fee Company Filings
- RUN (Company Name Reservation): ₹1,000
- DIR-3 (DIN Application): ₹500
- DIR-3 KYC Web / e-Form (Filed within due date by 30th September): ₹0
- Form STK-2 (Voluntary Strike-Off under Section 248): ₹10,000
B. Limited Liability Partnership (LLP) Act, 2008 (LLP Rules, 2009 — Annexure 'A')
1. LLP Incorporation (Form FiLLiP)
- Total Contribution up to ₹1,00,000: ₹500
- Total Contribution ₹1,00,001 to ₹5,00,000: ₹1,000
- Total Contribution ₹5,00,001 to ₹10,00,000: ₹2,000
- Total Contribution exceeding ₹10,00,000: ₹4,000 - ₹5,000
2. Standard Normal Filing Fees (Form 3, Form 4, Form 8, Form 11)
- Total Contribution up to ₹1,00,000: ₹50
- Total Contribution ₹1,00,001 to ₹5,00,000: ₹100
- Total Contribution ₹5,00,001 to ₹10,00,000: ₹150
- Total Contribution ₹10,00,001 to ₹25,00,000: ₹200
- Total Contribution ₹25,00,001 to ₹1,00,00,000: ₹400
- Total Contribution above ₹1,00,00,000: ₹600
3. Fixed LLP Filings
- RUN-LLP (Name Reservation): ₹200
- Form 24 (Striking off name of LLP): ₹1,000
2. Additional Fees & Late Charges (Portal Checkout)
A. Companies Act, 2013
1. Annual Returns & Financial Statements (Form AOC-4, AOC-4 XBRL, AOC-4 CFS, MGT-7, MGT-7A):
- Flat ₹100 per day of delay per form.
- Accrues continuously with no statutory upper ceiling.
2. Event-Based Forms (DIR-12, INC-22, PAS-3, MGT-14, etc.):
- Up to 30 days delay: 2× normal base fee
- 31 to 60 days delay: 4× normal base fee
- 61 to 90 days delay: 6× normal base fee
- 91 to 180 days delay: 10× normal base fee
- Beyond 180 days delay: 12× normal base fee
3. Alteration of Share Capital (Form SH-7):
- Delay up to 6 months: 2.5% per month on the prescribed fee.
- Delay beyond 6 months: 3% per month on the prescribed fee.
4. Director KYC (DIR-3 KYC / DIR-3 KYC-WEB):
- Default post-30th September: Flat ₹5,000 late fee.
5. Creation/Modification of Charges (Form CHG-1 / CHG-9):
- Up to 30 days: Normal fee.
- 31 to 60 days: Normal fee + ad-valorem additional fee.
- Beyond 60 days up to 120 days: Substantial ad-valorem fee via condonation application to RoC.
B. LLP Act, 2008 (As per LLP Amendment Rules, 2022)
Classification Criterion: Small LLP = Contribution up to ₹25 Lakhs AND Turnover up to ₹40 Lakhs.
| Delay Duration | Small LLPs | Other than Small LLPs |
|---|---|---|
| Up to 15 days | 1× normal fee | 1× normal fee |
| 16 to 30 days | 2× normal fee | 4× normal fee |
| 31 to 60 days | 4× normal fee | 8× normal fee |
| 61 to 90 days | 6× normal fee | 12× normal fee |
| 91 to 180 days | 10× normal fee | 20× normal fee |
| 181 to 360 days | 15× normal fee | 30× normal fee |
| Beyond 360 days (Annual Forms 8 & 11) | ₹10 per day | ₹20 per day |
| Beyond 360 days (Event Forms like Form 3, 4) | 25× normal fee | 50× normal fee |
3. Statutory Penalties (ROC Adjudication Orders)
Statutory penalties imposed by the Registrar / Adjudicating Authority under Section 454 (Companies Act) or Section 76A (LLP Act).
A. Companies Act, 2013
1. Section 137(3) — Failure to File Financial Statements (AOC-4):
- Company: ₹10,000 + ₹100/day for continuing failure (Max ₹2,00,000).
- Managing Director / CFO / Directors: ₹10,000 + ₹100/day (Max ₹50,000).
2. Section 92(5) — Failure to File Annual Return (MGT-7):
- Company: ₹10,000 + ₹100/day (Max ₹2,00,000).
- Officers in Default: ₹10,000 + ₹100/day (Max ₹50,000).
3. Section 10A(2) — Failure to File Commencement of Business (INC-20A within 180 days):
- Company: ₹50,000 flat penalty.
- Officer in Default: ₹1,000 per day (Max ₹1,00,000).
4. Section 12(8) — Failure to Maintain Registered Office / Form INC-22:
- Company & Officer in Default: ₹1,000 per day (Max ₹1,00,000).
5. Section 42(10) — Violation of Private Placement (PAS-3 / Allotment rules):
- Penalty equal to the amount raised through the offer OR ₹2 Crore, whichever is lower. Full refund required.
6. Section 450 — General Penalty (Where no specific penalty is provided):
- Company & Officer: ₹10,000 flat + ₹1,000 per day for continuing contravention (Max ₹2,00,000 for company; ₹50,000 for officer).
7. Section 446B Relief Clause (Crucial for Computation):
- Applies to: One Person Companies (OPCs), Small Companies, Startups, and Producer Companies.
- Penalty payable is one-half (50%) of the standard statutory penalty.
- Maximum statutory caps under Section 446B: ₹2,00,000 for the Company and ₹1,00,000 for each Officer in Default.
B. LLP Act, 2008
1. Section 34(6) — Default in Filing Statement of Account & Solvency (Form 8):
- LLP: ₹100 per day (Max ₹1,00,000).
- Designated Partners: ₹100 per day (Max ₹50,000).
2. Section 35(3) — Default in Filing Annual Return (Form 11):
- LLP: ₹100 per day (Max ₹1,00,000).
- Designated Partners: ₹100 per day (Max ₹50,000).
3. Section 74 — General Penalties:
- Contravention of provisions without specific penalty: Penalty ranging from ₹5,000 to ₹5,00,000.
4. Section 76A(3) — Small LLP Penalty Concession:
- Small LLPs and their designated partners pay 50% of the prescribed penalty, capped at ₹1,00,000 for the LLP and ₹50,000 for Designated Partners.
4. Mandatory Statutory Interest Rates
1. Unpaid / Unclaimed Dividends (Section 124(3)):
Default in transferring unpaid dividend to the Unpaid Dividend Account within 7 days post the initial 30-day period attracts mandatory interest at 12% per annum from the default date until deposit.
2. Delayed Refund of Share Application Money (Section 42(6) & PAS Rules):
Securities must be allotted within 60 days of application receipt. If unallotted, funds must be refunded within 15 days (day 75). Default beyond 75 days attracts interest at 12% per annum calculated from the expiry of the 60th day.
3. Overdue Deposits (Section 73/76 & Acceptance of Deposits Rules):
Failure to repay matured deposits or interest thereon attracts mandatory penal interest of 18% per annum for the overdue duration.
5. State-Wise & Capital-Wise Stamp Duty Module
A. Stamp Duty on Company Incorporation (SPICe+ MoA & AoA)
MoA duty is generally flat; AoA duty is capital-dependent.
| State / UT | MoA Duty | AoA Duty (Capital / Slab-based Criteria) | Increase in Capital (SH-7) |
|---|---|---|---|
| Delhi | ₹200 | 0.15% of authorized capital (Max cap: ₹25,00,000) | 0.15% on increased capital (Max cap: ₹25 Lakhs) |
| Maharashtra | ₹200 | ₹1,000 for every ₹5,00,000 of capital or part thereof (Max cap: ₹50,00,000) | ₹1,000 per ₹5,00,000 increase (Max ₹50 Lakhs; no duty beyond ₹250 Cr) |
| Karnataka | ₹1,000 | • Up to ₹10 Lakhs: ₹1,000 • Above ₹10 Lakhs: ₹1,000 + ₹500 for every additional ₹5 Lakhs or part | Same differential scale |
| Gujarat | ₹100 | 0.5% of authorized capital (Max cap: ₹5,00,000) | 0.5% on increased capital (Max ₹5 Lakhs) |
| Uttar Pradesh | ₹500 | • Up to ₹1 Lakh: ₹500 • ₹1L – ₹5L: ₹1,000 • ₹5L – ₹25L: ₹2,000 • Exceeding ₹25 Lakhs: ₹5,000 | Slab-based differential |
| West Bengal | ₹500 | • Up to ₹10 Lakhs: ₹1,000 • Exceeding ₹10 Lakhs: ₹2,000 to ₹5,000 | Tiered incremental duty |
| Haryana | ₹60 | • Capital ≤ ₹1 Lakh: ₹60 • Capital > ₹1 Lakh: ₹120 | ₹120 flat |
| Tamil Nadu | ₹200 | ₹300 (Flat) | ₹300 flat |
| Telangana | ₹500 | 0.15% of authorized capital (Min ₹1,000; Max cap: ₹5,00,000) | 0.15% on increase (Min ₹1,000; Max ₹5 Lakhs) |
| Andhra Pradesh | ₹500 | 0.15% of authorized capital (Min ₹1,000; Max cap: ₹5,00,000) | 0.15% on increase (Min ₹1,000; Max ₹5 Lakhs) |
| Rajasthan | ₹500 | 0.5% of authorized capital (Max cap: ₹5,00,000) | 0.5% on increase (Max ₹5 Lakhs) |
| Madhya Pradesh | ₹500 | 0.15% of authorized capital or ₹1,000, whichever is higher (Max cap: ₹5,00,000) | 0.15% on increase (Max ₹5 Lakhs) |
| Bihar | ₹500 | 0.15% of authorized capital or ₹1,000, whichever is higher (Max cap: ₹5,00,000) | 0.15% on increase (Max ₹5 Lakhs) |
| Punjab | ₹500 | ₹2,000 to ₹5,000 (Slab-based) | Differential slab |
| Kerala | ₹1,000 | 0.5% of authorized capital (Max cap: ₹5,00,000) | 0.5% on increase |
| Assam / NE States | ₹200 | ₹310 (Flat) | Nominal / Nil |
B. Stamp Duty on LLP Agreement (Form 3)
Executed on non-judicial stamp paper / e-stamp based on total contribution.
| State / UT | Capital < ₹1 Lakh | Capital ₹1L to ₹5L | Capital ₹5L to ₹10L | Capital Above ₹10 Lakhs | Calculation Basis / Caps |
|---|---|---|---|---|---|
| Delhi | 1% of contribution | 1% of contribution | 1% of contribution | 1% of contribution | 1% of capital (Max cap: ₹5,000) |
| Maharashtra | 1% (Min ₹500) | 1% of contribution | 1% of contribution | 1% (Max cap: ₹15,000) | Ad-valorem 1% capped at ₹15,000 |
| Karnataka | ₹5,000 | ₹5,000 | ₹5,000 | ₹5,000 + ₹1,000 per ₹5L | Minimum ₹5,000 base |
| Gujarat | ₹1,000 | ₹2,000 – ₹5,000 | ₹6,000 – ₹10,000 | ₹10,000 | Tiered slab (Max ₹10,000) |
| Uttar Pradesh | ₹750 | ₹750 | ₹750 | ₹750 | Flat rate |
| West Bengal | ₹150 | ₹150 | ₹150 | ₹150 | Flat nominal duty |
| Haryana | ₹1,000 | ₹1,000 | ₹1,000 | ₹1,000 | Flat duty on LLP agreement |
| Tamil Nadu | ₹300 | ₹300 | ₹300 | ₹300 | Flat nominal duty |
| Telangana | ₹500 | ₹500 | ₹500 | ₹500 | Flat duty |
| Andhra Pradesh | ₹500 | ₹500 | ₹500 | ₹500 | Flat duty |
| Rajasthan | ₹2,000 | ₹4,000 – ₹8,000 | ₹10,000 | ₹10,000 | Tiered slab (Max ₹10,000) |
| Madhya Pradesh | ₹2,000 | ₹2,000 – ₹5,000 | ₹5,000 | ₹5,000 | Tiered slab (Max ₹5,000) |
| Bihar / JHK | ₹2,500 | ₹5,000 | ₹5,000 | ₹5,000 | Slab-based (Max ₹5,000) |
| Punjab | ₹1,000 | ₹1,000 | ₹1,000 | ₹1,000 | Flat rate |
| Kerala | ₹5,000 | ₹5,000 | ₹5,000 | ₹5,000 | Flat rate |
| Goa | ₹150 | ₹150 | ₹150 | ₹150 | Flat nominal duty |
| Assam / NE | ₹100 | ₹100 | ₹100 | ₹100 | Flat nominal duty |
6. Specific Provisions for Limited Companies & Non-Share Capital Entities
A. Companies Limited by Guarantee / Not Having a Share Capital
(Under Part II, Table of Fees, Companies Registration Offices and Fees Rules, 2014)
1. Incorporation / Registration Fees (Based on Number of Members in AoA):
- Number of members up to 20: ₹2,000
- Number of members between 21 and 200: ₹5,000
- Number of members exceeding 200 (stated): ₹5,000 + ₹10 for every additional member after the first 200
- Number of members stated to be unlimited: ₹10,000 (Maximum Cap)
2. Standard Form Filings (E-forms):
- Flat fee of ₹200 per document/form (regardless of transaction size).
B. Public Limited vs. Private Limited Comparison Points
1. Ineligibility for Small Company Benefits (Section 2(85)):
- A Public Limited Company is statutorily barred from being treated as a "Small Company," regardless of how small its paid-up capital or turnover may be.
- Consequently, Public Limited Companies can never avail the 50% penalty discount under Section 446B and must always pay standard statutory penalties (up to the ₹5,00,000/₹2,00,000 maximum caps).
2. Minimum Director / Shareholder Overhead at Incorporation:
- Private Limited: Minimum 2 Directors, 2 Shareholders (requiring min. 2 DSCs).
- Public Limited: Minimum 3 Directors, 7 Shareholders (requiring min. 3 DSCs and mandatory appointment of Independent Directors/KMP where threshold rules under Section 149/203 apply).
