ROC Notice For NRIs Business - A Complete Guide

An ROC notice for NRIs is an official communication from the Registrar of Companies regarding non-compliance under the Companies Act 2013 by an Indian company in which an NRI serves as a shareholder or director. Every year, thousands of NRIs who are serving as the shareholders, directors, or promoters of Indian companies receive ROC notices due to non-compliance without them even realizing it.

With respect to the Companies Act 2013, a director is liable for company defaults regardless of where they live. In this guide, we will understand every type of ROC notice that NRIs receive, why they are issued, and how to respond to them.

What Is ROC & Why Does It Matter For NRIs

The Registrar of Companies (ROC) is the statutory authority under the Ministry of Corporate Affairs (MCA). The ROC is responsible for administering the Companies Act 2013 in India. It maintains a public register of all companies incorporated in India, including their shareholders, directors, annual financial statements, and compliance records. Every private limited company, One-person company (OPC), and public company in India is required to file a return with the ROC.

Specifically for NRIs, the ROC compliance matters in several scenarios.

• NRI is a director on the board of an Indian company, including their own WOS.
• NRI is a promoter or shareholder of an Indian Pvt Ltd company.
• NRIs own a company that has a branch or liaison office in India.
• NRI was a director of a company and has now resigned, but the company still holds their Director Identification Number (DIN) on record.
• NRI was a resident Indian director and became an NRI without updating their status.
• The NRI's Indian company has missed its annual filings, triggering the director's liability.

Why NRIs Receive ROC Notices

The NRI receives an ROC notice more often than a resident director does because of a combination of a lack of awareness of Indian compliance cycles, physical distance, and the mistaken belief that being abroad reduces their Indian obligations.

The following are the most common root causes as to why NRIs receive ROC notices.

Failure to file annual returns (AOC-4 and MGT-7): This is one of the most common triggers. Many NRI-owned companies often miss out on the September 30 AGM deadline and the subsequent filing deadline for financial statements and annual returns.

Missed DIR-3 KYC- Every director shall verify their director's identification number annually by September 30. NRIs abroad may miss this one-day process, perhaps because they aren't aware of it, which can lead to their DIN being deactivated and cascading into all the company's filings.

No Appointment Of A Resident Indian Director: As per the Companies Act 2013, an NRI company in India must have at least one director who is a resident of India. Quite a few NRI promoters overlook this aspect once the company is incorporated.

Failure to file INC-20A: A new company must file this form within 180 days of incorporating the company. Many NRI-incorporated companies miss this, and they cannot legally commence business without it.

Non-appointment or non-intimation of auditor (ADT-1): A statutory auditor shall be appointed within 30 days of incorporation, and Form ADT-1 filed within 15 days of the AGM annually.

Not filing of FC-GPR after FDI Investment: When an NRI brings money into their company incorporated in India, Form FC-GPR must be filed with the Reserve Bank of India within 30 days of allotment. Delays trigger both RI and potential ROC issues.

Changes are not intimated: The director changes (DIR-12), the registered office changes (INC-22), or the share transfer (SH-4) are not filed within the specified timelines.

Dormant company non-compliance: Even if the company has no transactions, all annual filings remain mandatory. NRIs who "Park" a company in India without any activity often assume that no filing is required. This is wrong.

What Are The Types Of ROC Notices NRI Receives?

The following are the types of ROC notices an NRI can receive.

Strike Off Notice: This type of ROC notice is issued when the company has not filed the annual return (MGT-7) or the financial statements (AOC-4) for two consecutive years. By rolling out this notice, the ROC proposes striking the company name from the register. The company's directors have 30 days to respond to the notice and file all pending returns, or the company will be struck off the register.

The Director Disqualification Notice: Under section 164(2), the director of the company who has not filed the annual return or financial statements for three consecutive years is automatically disqualified. The director's disqualification extended to all the companies the director is on, not just the defaulting one.

The DIN Deactivation Notice: When a company director misses the annual DIR-3 KYC deadline on September 30, the MCA automatically marks the DIN as deactivated due to non-filing of DIR-3 KYC. All the company filings linked to that DIN are blocked until the KYC is resolved with a Rs 5000 late fee.

Adjudication/Show Cause Notice: This notice is issued by the registrar or the regional director for certain violations, such as non-appointment of CS/auditor, non-maintenance of the registered office, and non-compliance with the shareholding disclosures. The directors are required to appear in person or through an authorized representative to respond.

Registered Office Notice: This type of ROC notice for NRIs is issued when the company's registered office is deemed to be non-operational or inactive. The ROC may conduct a physical inspection of the registered office and issue the notice if the company has failed to maintain a functioning Indian address.

Commencement of Business Notice: When the INC 20A (declaration by the first director that each subscriber has paid for their shares and the company has a valid registered office) has not been filed within 180 days of incorporation, the ROC will issue the notice. Without an INC-20A, the company cannot legally commence business operations or accept any deposits from shareholders.

The Mandatory ROC Filings for NRI-Owned Companies

Each private company in India, including those owned entirely by NRIs, must file the following annual return on an event-trigger basis. If you fail to file any of these, it triggers automatic late fees and potentially ROC notices.

The Annual Mandatory Filings

Key Dates For FY 2026-27 - ROC Compliance Calendar

The following are some of the most prominent filing deadlines for NRI-owned Indian private limited companies for the financial year ending March 31, 2027 (AY 2027-28).

June 30, 2026: DPT-3

Here, the return is filed for deposit and outstanding loans. Even the nil return is mandatory. Late fees: Rs 100/day.

September 30, 2026: DOR-3 KYC/ KYC Web

This is the annual KYC for every DIN holder. If you fail to file this, your DIN will be deactivated. And once the DIN is deactivated, a restoration fee of Rs 5000 applies.

September 30, 2026: AGM Deadline

This is the annual general meeting held, extendable by 3 months with the approval of the ROC. Ensure that all the FY 2025-2026 accounts are placed at AGM.

October 15, 2026: ADT-1

Auditor appointment and reappointment intimation. This is within 15 days of AGM. Late fee: Rs 200-Rs 500/day.

October 30, 2026: AOC-4

This is the final statement filing, meaning the Balance sheet or P&L. You can file this within 30 days from the AGM. The late fee is Rs 100 per day. This is critical as non-filing triggers section 248 proceedings.

October 31, 2026: MSME-1 (H1)

This is the half-yearly return of outstanding payments to MSME suppliers exceeding 45 days. This is for companies buying from MSMEs.

November 29, 2026: MGT-7/MGT-7A

This is an annual return with the shareholders' and company particulars. This is filed within 60 days from the AGM, and the late fee is Rs 100 per day.

April 30, 2027: MSME-1(H2)

This is the filing of the second half-yearly return, covering October to March, for outstanding MSME payments.

What Are The Penalties On Non-Compliance With ROC Filings As An NRI?

As an NRI, if you do not adhere to the ROC filing compliance, the following types of penalties will be imposed on you due to non-compliance.

AOC-4 (Accounts) Default: The late fee of Rs 100 per day per form until filed. Under Section 137, the penalty is Rs 1000 per day of default, up to Rs 10 lakh for the company and Rs 1 lakh per office in default. Any repat defaults will face a 2X penalty from April 2026.

MGT-7 (Annual Return) Default: The late fees of Rs 100 per day per form until filed. Until Section 92, the penalty is Rs 50,000 for the company and Rs 50000 for each director in default. If the non-filing continues for three years, the direct in default will be automatically disqualified under Section 164(2).

DIR-3 KYC Failure: If a DIR-3 KYC failure exists, the DIN is automatically deactivated on October 1, with a reactivation fee of Rs 5000. Ensure that during the deactivation of the DIN, all company filings are blocked, and the late filing charges continue to apply.

INC-20A not filed: A company cannot start its business operation or borrow money without filing INC-20A. The penalty for non-compliance is Rs 50,000 for the company and Rs 1,000 per day for each officer in default, up to Rs 1 lakh. The Registrar of Companies can also initiate action by striking the company's name off the register.

Section 164(2) disqualification: The reason for disqualification under Section 164 (2) arises if the company fails to file annual returns or financial statements, repay deposits, or pay interest. Here, any director of an NRI-owned company is barred from holding any directorships for five years and cannot be appointed as a director in any company during those five years. Furthermore, existing directorship might also be affected and will require the office vacation.

Company Strike Off: In the worst case of non-compliance with the ROC, all the company's bank accounts will be frozen immediately, property may vest in the government under section 250, and directors may personally become liable for the company's dues. Revival under section 252 (NCLT) is possible within the year; however, it is expensive and time-consuming.

How Should NRIs Respond To An ROC Notice?

Receiving a notice from the registrar of companies does not automatically mean there are severe consequences; however, ignoring it does. The key is to act quickly, professionally, and through the proper channels. The following is the exact process to follow upon receiving any ROC notice. However, it is highly advisable for NRIs to hire a professional consultant to handle their notice response.

Read the notice carefully and identify the specific default: Firstly, identify under which section the notice is issued, the specific filing form that is in default, the time period of the default, and the deadline allocated to file the response. The ROC notices typically give the holder 15 to 30 days for filing a response. Henceforth, not the exact date on which you received the notice, and act within the timeline.

Hire a CA: Matters related to ROC require professional expertise. Appoint an ICAI-registered CA with experience in corporate law for NRIs to handle the response and the end-of-filing. Please do not attempt to respond to the ROC notice without professional guidance, as a single incorrect response can derail the entire matter. If you are an NRI living abroad, this can be entirely online with DSC or through a PoA.

File All Pending Forms With Late Fees Immediately: One of the most effective responses to an ROC notice is to file the missing form, along with the applicable late fees, on the Ministry of Corporate Affairs portal. For AOC-4 and MGT-7, it is required to prepare the audited financial statements, obtain board approval, and file them with the DSC. The pending form incurs late filing fees; therefore, file as quickly as possible to cap liability.

Submit A Written Response To The ROC: For adjudication matters and show cause notices, you have to prepare a formal written response letter to the ROC. The letter must explain the reason for the default, the steps taken to rectify it, evidence of complete filings, if any, and any mitigation factors (for example, the director was medically incapacitated, or the company had no operations, etc.). Please ensure that the response to the ROC notice is drafted professionally and filed by the notice deadline.

Attend a Personal Hearing If Called (Or authorize a representative): If the ROC issues a notice requiring a personal hearing or appearance, an NRI director cannot simply ignore it while being abroad. You can also authorize the CA, CS, or your advocate in India to appear on your behalf through a Power of Attorney. Ensure that failure to appear at a personal hearing will be treated as non-cooperation with the authorities, and the penalty for the same will be imposed.

Pay the Adjudicated Penalty: Once the ROC passes an adjudication order imposing a penalty, you must pay it within the specified time using the online payment portal of the MCA. Keep your payment receipt safe with you. Any delay in payment related to an adjudicated entity itself attracts additional consequences. If you are seeking the penalty amount, you can file an appeal with the regional director within 60 days of receiving the order.

Implement a compliance calendar going forward: Once the notice is resolved, you can set up a ROC filing compliance calendar by using a compliance management software. Set the reminders for each of your annual filing deadlines because prevention is cheaper than a cure.

The Bottom Line

Establishing a company in India as an NRI is just the beginning; ongoing compliance with ROC filings is key to keeping the business compliant throughout. If you ignore ROC filings or do not file them on their due dates, it can result in an ROC notice for NRIs, further financial trouble, and, in the worst case, your business being deregistered for non-compliance. Whereas, when you maintain compliance and file all relevant ROC filings on time, it opens the door to funding, credibility, and seamless operations.

In a nutshell, an NRI business that prioritizes compliance with Indian regulations sets itself up for long-term success, while those who ignore them face costly legal consequences.

As an NRI, if you are seeking professional assistance to maintain business ROC compliance, Savetaxs is the name to trust. Our experts will help you with annual ROC filings, FEMA & RBI compliance, event-based ROC filings, documentation, business corporation, and closure advisory, and more.

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