What does a foreign-owned company in India have to file in 2026-27?

Your annual general meeting (AGM) sets the next MCA dates: AOC-4 within 30 days of it and MGT-7 within 60 days, so 30 October and 29 November 2026 after an AGM on 30 September.

What does a foreign-owned company in India have to file each year?

A foreign subsidiary's annual compliance covers the full set of filings, whatever the size of the company, because the Companies Act, 2013 never treats a subsidiary as a small company. Section 2(85) excludes every holding company and subsidiary company from the definition of a small company. Under section 2(87), an Indian company is the subsidiary of a foreign company that controls the composition of its board or more than one-half of its total voting power, because "company" in that test includes any body corporate. So the subsidiary files the full annual return, MGT-7, and must hold its shares in dematerialised (demat) form by the date rule 9B sets. A company owned by foreign individuals, or one in which a foreign company holds half the voting power or less and does not control the board, may be a small company, and some of these filings then differ for it.

Each regulator receives these filings in a year:

What is due every month?

These payments and returns recur every month:

The 2026-27 calendar, month by month

The calendar covers the financial year (FY) 2026-27, from 1 April 2026 to 31 March 2027, in which the company also completes its filings for FY 2025-26. Rows that follow from the AGM assume an AGM held on 30 September 2026; an earlier AGM brings AOC-4 and MGT-7 forward by the same number of days.

What falls due when the company issues or transfers shares?

What applies only in the first year?

A new subsidiary holds its first board meeting within 30 days of incorporation (section 173(1)). Two first-year filings carry penalties of their own:

Which filings go to the Ministry of Corporate Affairs?

When are the AGM, AOC-4 and MGT-7 due?

Section 96 of the Companies Act, 2013 requires every AGM after the first to be held within six months of the end of the financial year, which put the AGM for FY 2025-26 at 30 September 2026 for a 31 March year end. The first AGM is due within nine months of the end of the first financial year, and no more than 15 months may pass between two AGMs. The Registrar may extend an AGM other than the first by up to three months for a special reason.

AOC-4 and MGT-7 are the annual filings with the Registrar of Companies, and both run from the AGM: AOC-4 carries the financial statements within 30 days of it under section 137(1), and MGT-7 the annual return within 60 days under section 92(4). If no AGM is held, AOC-4 is due within 30 days of the last date by which the AGM should have been held, and MGT-7 within 60 days of that date.

For a foreign subsidiary the annual return is MGT-7, because rule 11(1) of the Companies (Management and Administration) Rules, 2014 keeps MGT-7A for one person companies and small companies. A director and the company secretary sign it, or, where the company has no company secretary, a director and a company secretary in practice.

A late AOC-4 makes the managing director and the chief financial officer liable with the company, or, where it has neither, a director the board has charged with the filing, or else every director (section 137(3)). A late MGT-7 makes the company and every officer in default liable (section 92(5)). A company that files no financial statements or annual returns for any continuous period of three financial years disqualifies its directors: under section 164(2), they cannot be reappointed to it or appointed to any other company for five years.

Is DIR-3 KYC due this year?

Not for a director whose KYC was already complete. DIR-3 KYC is filed once every three financial years, by 30 June: rule 12A, as substituted by G.S.R. 943(E) from 31 March 2026, requires Form DIR-3 KYC Web by 30 June following every third consecutive financial year. Directors whose KYC was complete when the MCA announced the change on 1 January 2026 next file by 30 June 2028.

A change in a director's mobile number, email or residential address is filed in DIR-3 KYC Web within 30 days, at Rs 500 a filing. A filing within the three-year timeline costs nothing, and a late filing, or one made to reactivate the Director Identification Number (DIN), costs Rs 5,000 under G.S.R. 300(E), in force since 21 April 2026.

Which other returns go to the Registrar of Companies?

Under rule 16 of the Companies (Acceptance of Deposits) Rules, 2014, DPT-3 is due by 30 June each year, with figures as on 31 March audited by the company's auditor. It reports deposits and also money received that does not count as a deposit, and every company other than a government company files it, so a subsidiary that has taken no deposits can still have particulars to report.

MSME Form I is filed half-yearly, by 31 October for April to September and by 30 April for October to March, by a company that owes a micro or small enterprise supplier for more than 45 days after acceptance of the goods or services, under the Specified Companies Order, 2019. A company with no such dues has nothing to file.

When the members appoint the auditor, which every company does at its first AGM for a term running to the end of its sixth AGM, the company files Form ADT-1 within 15 days of that meeting (section 139).

How often must the board meet, and must a director live in India?

The board must meet at least four times a year, with no more than 120 days between two meetings (section 173(1)). At least one director must stay in India for a total of 182 days or more during the financial year, and in the year of incorporation that test applies proportionately at the end of the year (section 149(3)).

Where none of the parent's own people will spend that long in India, a LegalJini resident director can be appointed in India to handle the work on the ground, so no one from the parent company needs to visit India. The resident director signs basic operational documents with the MCA, the bank and the Registrar of Companies, and needs an indemnity from the parent company.

Do the company's shares have to be in demat form?

Yes. Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, 2014 applies to every private company other than a small company, so to every foreign subsidiary. Such a company may issue securities only in demat form, and must facilitate the dematerialisation of all its securities within 18 months of the first financial year end, on or after 31 March 2023, at which it was not a small company. Worked through, the rule gives 30 June 2025 for a company that was already not small on 31 March 2023, 30 September 2026 where the first such year end was 31 March 2025, and 30 September 2027 where it was 31 March 2026.

After that date, a holder must dematerialise shares before transferring them, and anyone subscribing for new securities, the parent in a rights issue included, must first hold all its securities in demat form. Before any new issue, buyback, bonus issue or rights offer, the holdings of the promoters, directors and key managerial personnel must already be in demat form. So the parent's next capital injection, and any transfer of shares, depends on the demat step being done. The rule exempts only Government companies; the exemption for wholly owned subsidiaries in rule 9A(11) belongs to unlisted public companies.

Rule 9B also applies the half-yearly PAS-6 reconciliation in rule 9A to these companies: within 60 days of each half year, so by 30 May and 29 November, certified by a company secretary in practice or a chartered accountant in practice.

What does the Reserve Bank of India expect?

Every Indian company that has received foreign direct investment (FDI) files the FLA return with the RBI by 15 July each year, for a year counted from April to March, under the RBI's Master Direction on reporting under FEMA. Share issues, transfers and downstream investments are reported as they happen, on FC-GPR, FC-TRS and Form DI; for how that reporting works, see the FEMA filings a foreign-owned company makes. The late submission fee stays available for three years from the due date of a report. After that, a report filed neither on time nor with the fee exposes the company to penal action under FEMA.

From 1 October 2026, a subsidiary that bills its parent, or anyone else abroad, for services (software included) files an EDF within 30 days from the end of the month in which the invoice was raised, under the Foreign Exchange Management (Export and Import of Goods and Services) Regulations, 2026. The first one, for October 2026 invoices, is therefore due by 30 November 2026. One EDF can cover all of a month's service exports, and for services other than software the regulations also allow it to be submitted on or before the date the payment arrives. The EDF goes to the company's authorised dealer (AD) bank, which can extend the time on a reasoned request; an EDF for software can also go to Software Technology Parks of India (STPI), and in a special economic zone (SEZ) the EDF goes to the zone's Development Commissioner. A company that exports no services files no EDF for them.

For services invoiced from 1 October 2026, the company must realise the payment within nine months of the invoice date, or twelve months where the invoice is in rupees or settled in rupees. The nine and twelve months come from the RBI's amendment dated 22 September 2026, gazetted on 24 September, which replaced the fifteen and eighteen months printed in the January 2026 regulations and took effect with them on 1 October 2026. The AD bank may extend the time for realisation on a reasoned request. If proceeds stay unrealised for more than a year after the due date, the company may export further only against full advance payment or an irrevocable letter of credit. The parent's payment terms for intercompany invoices therefore need to fit inside the nine months.

Which income tax dates apply this year, and under which Act?

The company files under two income tax Acts this year. Its tax audit report, transfer pricing report and return for FY 2025-26 fall entirely under the Income-tax Act 1961, even though they are filed after 1 April 2026, as the Central Board of Direct Taxes (CBDT) confirms in its transition FAQ. Tax year 2026-27, which began on 1 April 2026, falls under the Income-tax Act 2025, so advance tax and TDS are already paid and reported under the new Act.

The FY 2025-26 dates depend on whether the company files a transfer pricing report. Section 92E of the 1961 Act requires one, on Form 3CEB, from every person that entered into an international transaction during the year, and a subsidiary that transacts with its foreign parent has done so. A company that files Form 3CEB furnishes it, and its tax audit report, by 31 October 2026, and its return on ITR-6 by 30 November 2026. For a company with no transfer pricing report, Circular No. 07/2026 of 28 September 2026 moved the return from 31 October to 21 November 2026 and, as a consequence, the tax audit report to 21 October 2026. The circular extends only serial number 2 (Sl. No. 2) of the table below Explanation 2 to section 139(1), the row for companies and audited assessees where section 92E does not apply, and leaves the dates for Sl. No. 1, where section 92E applies, where they were.

The tax audit applies where turnover exceeds Rs 1 crore, or Rs 10 crore where cash receipts and cash payments are each no more than 5% of total receipts and total payments: section 44AB of the 1961 Act sets the test for FY 2025-26, and section 63 of the 2025 Act keeps it from tax year 2026-27. The statutory audit under the Companies Act is separate and applies to every company.

For FY 2025-26, a missing tax audit report or transfer pricing report is penalised under sections 271B and 271BA of the 1961 Act. From tax year 2026-27, clauses (c) and (d) of section 428 of the 2025 Act set fixed fees: for the tax audit report, Rs 75,000 if the delay is up to one month and Rs 1,50,000 after that; for the transfer pricing report, Rs 50,000 if the delay is up to one month and Rs 1,00,000 after that. The first reports these fees apply to are filed in 2027.

Advance tax for tax year 2026-27 is paid in four instalments under section 408 of the 2025 Act, and sections 424 and 425 charge interest on a shortfall, as sections 234B and 234C of the 1961 Act did. TDS is paid under rule 218 of the Income-tax Rules, 2026 and reported each quarter under rule 219, by 31 July, 31 October, 31 January and 31 May. The forms change with the Act:

For tax year 2026-27 the tax audit report moves to Form No. 26, and the CBDT's FAQ gives 30 September 2027 as its due date. Form No. 48 is due one month before the return due date, and for tax year 2026-27 a company that files a transfer pricing report has a return due date of 30 November 2027, so the first Form 48 is due by 31 October 2027. LegalJini handles transfer pricing work through a partner firm it has worked with for more than 20 years.

What do GST and payroll add?

The annual GST return, GSTR-9, is due by 31 December after the financial year under rule 80 of the CGST Rules, 2017. A company with aggregate turnover above Rs 5 crore also files GSTR-9C, a self-certified reconciliation statement, and from FY 2024-25 onwards a registered person with aggregate turnover up to Rs 2 crore files no annual return (Notification No. 15/2025-Central Tax).

A subsidiary that exports services without paying IGST furnishes an LUT on Form GST RFD-11 before the export (rule 96A), and an LUT is valid only for the financial year in which it is furnished (Circular No. 8/8/2017-GST). Renew it before the first export of the new financial year, in practice by 31 March.

PF runs under the Code on Social Security, 2020, and the EPF Scheme, 2026, in force since 29 June 2026, replaced the 1952 Scheme. Under the new Scheme a late PF return costs Rs 500 a day, capped at the administrative charges for the month the return relates to. S.O. 2698(E), which sets the 12% interest on any amount due under the Code, is deemed in force from 21 November 2025. The EPF's Employees' Enrolment Campaign, 2026, for staff who joined between 1 April 2009 and 31 March 2026 and were never enrolled, ceases to operate on 31 October 2026.

Professional tax is a state levy, so its dates depend on where the company employs people. In Karnataka an enrolled company pays the year's tax before 30 April, moved to before 5 May 2026 for 2026-27 (Karnataka order of 2 May 2026). In Maharashtra, returns for March, and the returns of those who file once a year, are due by 15 March of the financial year (Trade Circular No. 01T of 2026). Haryana levies no professional tax (Haryana memo of 8 July 2019).

What if the parent's financial year does not end in March?

An Indian company's financial year ends on 31 March under section 2(41) of the Companies Act, 2013. A subsidiary of a company incorporated outside India that must follow a different financial year to consolidate its accounts abroad can apply to the Central Government, which may allow any period as its financial year; the Central Government has held that power since 2 November 2018. Once a different year is allowed, the AGM, AOC-4 and MGT-7 run from its end.

Income tax and the FLA return stay on April to March. The Income-tax Act 2025 defines the tax year as the twelve months of the financial year beginning on 1 April, and the RBI counts the FLA year from April to March. A US parent on a calendar year can therefore bring the subsidiary's accounts and MCA dates into line with its own, while the Indian tax and RBI dates stay where they are.

What should the finance team do next?

Three facts about the company decide the rest of its 2026 calendar: whether it entered into an international transaction in FY 2025-26, which sets its income tax dates; the date of its AGM, from which AOC-4 and MGT-7 are counted; and whether it billed services abroad from October 2026, which starts the monthly EDF and the nine-month payment window for each invoice. Before the parent subscribes for more shares or any shares change hands, check that the company's shares are in demat form under rule 9B.

LegalJini has worked with companies since 2004. Ongoing compliance with LegalJini costs USD 1,000 a month, which includes its resident director at USD 500 a month, as part of LegalJini's subsidiary set-up and compliance service. Write to LegalJini by email or use the callback form on the website, with the date of the company's last AGM and whether it files a transfer pricing report. LegalJini replies to every enquiry within 12 hours.

Frequently asked questions

Is an Indian subsidiary taxed as a foreign company?

No. An Indian subsidiary is an Indian company, formed and registered under the Companies Act, 2013, so for income tax it is a domestic company under the Income-tax Act 2025, whoever owns its shares.

Does anyone have to travel to India for the AGM?

No. The MCA allows companies to hold AGMs by video conference or other audio-visual means until further orders, under General Circular No. 03/2025 of 22 September 2025, and that permission does not extend the time allowed for holding the AGM. An AGM held in person takes place at the registered office or in the same city, or anywhere in India for an unlisted company if all its members consent in writing or electronically in advance.

When does the CSR rule apply to a foreign subsidiary?

Section 135 of the Companies Act, 2013, on corporate social responsibility (CSR), applies to a company in a financial year that follows one in which its net worth was Rs 500 crore or more, its turnover Rs 1,000 crore or more, or its net profit Rs 5 crore or more.