Two weeks ago, the GC of a Dutch parent company called me about her Indian subsidiary. The subsidiary & annual returns were two years overdue. The director — based in Amsterdam— had stopped signing because the penalties had ballooned to roughly twelve times the original filing fee. The Indian entity was paralysed. The board couldn’t increase share capital. The CFO couldn’t plan a sale exit. Everyone was waiting for someone to do something.
This is the silent crisis sitting on most foreign-owned Indian subsidiaries balance sheets right now. ROC filings drift overdue. Penalty fees compound. Directors get personally exposed under Section 164 of the Companies Act. And nobody wants to write the cheque to clear it because the cheque has grown to obscene proportions.
On 15 April 2026, MCA opened a 90-day window that solves exactly this problem. The Companies Compliance Facilitation Scheme 2026 (CCFS-2026, MCA Circular 01/2026) lets foreign-owned subsidiaries clear their entire ROC backlog by paying only 10% of the additional fees they would otherwise owe. The window closes 15 July 2026.
If you have an Indian subsidiary with overdue Form MGT-7 or AOC-4 filings, this is the most cost-effective
regulatory cleanup you’ll see this decade.
What Is the Companies Compliance Facilitation Scheme 2026?
CCFS-2026 is a 90-day amnesty-style scheme issued by India’s Ministry of Corporate Affairs under MCA Circular 01/2026, effective 15 April 2026 to 15 July 2026.
It allows companies to clear overdue ROC filings by paying the normal filing fee plus only 10% of the additional/late fees they would otherwise pay. The scheme covers Form MGT-7 (Annual Return), Form AOC-4 (Financial Statements), and several other forms under the Companies Act 2013 and Companies Act 1956.
The forms eligible under the scheme include the two filings most foreign-owned subsidiaries default on: Form MGT-7 (the annual return that names directors, shareholders and capital structure) and Form AOC-4 (the annual financial statements). Other forms — DPT-3, MGT- 14, BEN-2 — are also covered. Strike-off cases and serious offences are not included, this is a routine-compliance scheme, not a fraud amnesty.
Before CCFS-2026, the standard penalty for an overdue MGT-7 follows MCA’s general additional-fees regime, which scales from 2× the normal filing fee at 30 days late to 12× at 12 months or more overdue. Under CCFS-2026, the same 12-month-overdue MGT-7 attracts the normal filing fee plus only 10% of those additional fees. On a typical foreign-owned subsidiary with two MGT-7s and two AOC-4s overdue, the total saving runs into several lakh
rupees, depending on company size and authorised capital.
Your first action this week: ask your Indian counsel or company secretary to pull a ROC compliance status report from the MCA V3 portal for FY 2022-23 onwards. The report shows every form that is filed, due, or overdue. That single document tells you whether you have a problem and how big it is.
Who Should Use CCFS-2026?
CCFS-2026 is designed for foreign-owned Indian subsidiaries carrying compliance backlogs on routine ROC filings. The scheme makes economic sense if your company has at least one overdue MGT-7 or AOC-4, has not been served a strike-off notice, and has no ongoing serious-offence proceedings under the Companies Act. If those conditions hold, the saving on additional fees is essentially free money.
There are three situations where CCFS-2026 doesn’t apply.
First: companies against which action of final notice for striking off has already been initiated by the Registrar
Second: companies which have filed application for striking off their name from the register of companies.
Third: companies which have filed for obtaining Dormant Status before the inception of this Scheme.
Fourth: companies which have been dissolved pursuant to a scheme of amalgamation.
Fifth: vanishing companies
In the past two weeks I’ve run the CCFS calculus on several foreign-owned subsidiaries operating across the EU. The pattern is consistent: most qualify and should file. Strike-off cases are the rare exception. The hesitation is almost never about eligibility — it’s about whether someone has the bandwidth to drive the cleanup through six weeks of upstream paperwork. The companies that move first will file in June. The companies that wait will
scramble in July.
How Much Does It Actually Cost a Foreign-Owned Company?
The cost under CCFS-2026 is the normal filing fee for the form plus 10% of the additional/late fees that would otherwise apply under MCA’s standard regime. For a foreign-owned subsidiary with mid-range authorised capital and a 2-year-overdue MGT-7, the standard additional-fees regime can run to several lakh rupees per filing; under CCFS- 2026, the same filing costs a small fraction of that. For larger companies with multiple
overdue forms, total savings on a single cleanup can run into tens of lakhs.
A worked example. Take a foreign-owned subsidiary with authorised capital of ₹5 crore, two MGT-7s overdue (FY 2022-23 and FY 2023-24), and one AOC-4 overdue (FY 2023-24).
Under the standard regime, the three filings together attract several lakh rupees of additional fees on top of normal fees. Under CCFS-2026, the same three filings cost the normal filing fees plus only 10% of those additional fees — a saving in the high 80s to low 90s as a percentage. The exact rupee figure depends on the authorised capital tier. The percentage saving is structurally consistent.
The five things to do this week if you suspect you have a backlog:
1. Pull the ROC compliance status report from the MCA V3 portal.
2. Identify every form showing overdue or not-filed (your CS or counsel can do this in
30 minutes).
3. Get the standard additional-fees quote from your CS for those forms.
4. Compare against the CCFS-2026 quote (normal fee + 10% of additional fee).
5. If the saving is meaningful and you qualify, schedule the filings for the first week of
June — earlier is better than later.
What Is the Process to File Under CCFS-2026?
Filing under CCFS-2026 is technically the same MCA filing process that applies to any ROC return — the difference is only in the fees calculation. You file the form on the MCA V3 portal, attach the supporting documents (audited financials for AOC-4, list of members for MGT-7, board resolutions for MGT-14), pay the reduced fee, and receive the
SRN. The catch is that all the back-end paperwork — audits, board resolutions, director KYC — must be ready before you can file.
The bottleneck is almost never the filing itself. It is the paperwork upstream. For a 2-year- overdue MGT-7, you need historical board resolutions reconstructed, the register of members reconciled, and director KYC active for every signing director. For a 2-year-overdue AOC-4, you need the relevant year's audited financials signed by the auditor and the board. Most foreign-owned subsidiaries can clear the upstream paperwork in 4-6 weeks if they start now. By 15 July they will be cutting it close. By 1 July they will be panicking.
The 4-step CCFS-2026 filing process for a foreign-owned subsidiary:
1. Run the compliance diagnostic and identify every overdue form (Week 1).
2. Reconstruct upstream paperwork — audits, board resolutions, KYC (Weeks 2-4).
3. File the forms on the MCA V3 portal under the CCFS-2026 reduced-fee schedule (Weeks 5-6).
4. Receive SRN, update statutory registers, archive the filings (Week 7).
What Happens After 15th July 2026?
After 15th July 2026, CCFS-2026 closes and the standard MCA additional- fees regime resumes. Any filings made on or after 16th July fall back to the regular schedule — typically up to 12× normal fees on filings that are 6 or more months overdue. The next likely amnesty scheme could be months away. If your subsidiary qualifies and you
don’t act in the window, you’re paying close to 10× more for the same compliance cleanup later.
This is the second compliance amnesty scheme MCA has issued in the past five years. The pattern suggests another window will eventually open — but not on a predictable schedule. The cost of waiting is not just the higher penalty regime; it’s the operational paralysis of an Indian subsidiary that cannot increase capital, change directors, or close a transaction because its compliance file is dirty. I have seen prospective acquirers walk away from foreign – owned Indian targets specifically because the buy-side legal team flagged unresolved compliance backlogs.
FAQ
1. How long do I have to use CCFS-2026?
The Companies Compliance Facilitation Scheme 2026 runs from 15 April 2026 to 15 July 2026. That is a 90-day window. Most foreign-owned subsidiaries need at least 4-6 weeks of upstream paperwork (audits, board resolutions,
director KYC) before they can file, so realistically you have until early June to start without rushing.
2. Does CCFS-2026 apply to foreign-owned Indian subsidiaries?
Yes. The scheme applies to all companies registered under the Companies Act 2013 or 1956, including wholly-owned
subsidiaries of foreign parents, joint ventures with foreign shareholders, and Indian-incorporated entities of foreign multinationals. Foreign-owned status does not disqualify a company from using the scheme.
3. Which MCA forms are covered under CCFS-2026?
The scheme covers Form MGT-7 (Annual Return), Form AOC-4 (Financial Statements), and several other ROC filings under the Companies Act 2013 and 1956 — including DPT-3, MGT-14, BEN-2, and similar forms.
Strike-off cases and serious offence prosecutions are not covered.
4. What is the actual cost saving under CCFS-2026 versus standard MCA penalties?
Under the standard regime, additional fees on overdue ROC filings can reach 12× the normal filing fee for filings that are 6 or more months overdue. CCFS-2026 reduces this to the normal fee plus 10% of the additional fees. Typical savings range from 80% to 90% in absolute rupee terms for foreign-owned subsidiaries with one to three years of compliance backlog.
5. Can directors of foreign-owned Indian subsidiaries still be personally liable after using CCFS-2026?
CCFS-2026 cleans up the company-level penalty exposure but does not retroactively shield directors from any personal liability that has already crystallised under Section 164 of the Companies Act. If a director’s DIN has been disqualified for non-filing, the disqualification needs to be addressed separately.
CCFS-2026 makes the cleanup affordable, it does not erase prior consequences.
