Rules 11 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rule 11 says which form carries a company's annual return under section 92 of the Companies Act, 2013, and when a company secretary in practice must certify it. Rule 12 requires a copy to be filed with the Registrar, and rule 13 is omitted. This article states the rules as amended up to G.S.R. 358(E) dated 30 May 2025 (forms), with the rule text per the MCA e-book to G.S.R. 801(E) of 27 October 2023. Later amendments should be checked.
Every company files its annual return in Form MGT-7, except a One Person Company and a small company, which file Form MGT-7A from the financial year 2020-2021 onwards (rule 11(1)). A listed company, or a company with paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more, must have the return certified by a Company Secretary in practice in Form MGT-8 (rule 11(2)). A copy goes to the Registrar with the specified fees (rule 12).
Rule 11(1): MGT-7 and MGT-7A
Rule 11(1), in its present form, says every company must file its annual return in Form No. MGT-7, except a One Person Company (OPC) and a Small Company. An OPC and a small company file the annual return, from the financial year 2020-2021 onwards, in Form No. MGT-7A. The content of the return is set by section 92; see Section 92: Annual Return (MGT-7 and MGT-7A). Whether a company is a small company depends on the definition in the Act and the Definitions Details Rules; a related explanation of the limits is in the sister set (see definitions and small company limits). For a step-by-step guide to the short form, read How to File Form MGT-7A. Small companies and OPCs can also use our annual filing service for small companies and OPCs.
Rule 11(2): certification in MGT-8
The annual return of the following must be certified by a Company Secretary in practice, and the certificate must be in Form No. MGT.8:
- a listed company;
- a company having paid-up share capital of ten crore rupees or more; or
- a company having turnover of fifty crore rupees or more.
The rule uses the word "or" between these tests, so meeting any one of them is enough. The text does not say which year's paid-up capital or turnover is to be tested; it speaks of a company "having" the capital or turnover. A company should confirm the position with its professional and the section 92 provisions.
Rule 12: filing with the Registrar
Rule 12 is a single sentence in its present form: a copy of the annual return must be filed with the Registrar with such fees as may be specified for the purpose. The fee is not printed here; it comes from the Companies (Registration Offices and Fees) Rules, 2014 (see filing fees by nominal capital and additional fees for delay). The rule also sets no due date of its own; the time for the annual return is in section 92 and the Act.
Rule 13: omitted
Rule 13 (return of changes in shareholding position of promoters and top ten shareholders) is omitted from the consolidated rules; nothing in this rule set now requires that separate return.
The forms substituted in 2025
G.S.R. 358(E) dated 30 May 2025, in force from 14 July 2025, substituted three forms in the Annexure: Form MGT-7, titled "Annual Return (other than OPCs and Small Companies)", Form MGT-7A for OPCs and small companies, and Form MGT-15. It changed the forms only; rules 11 and 12 read as above. The form is divided into parts such as registration and other details, and the instruction kit for each form accompanies it on the portal. What the revised forms ask for is explained in MGT-7 and AOC-4 Revised in 2025.
Summary table
| Provision | Who | What |
|---|---|---|
| Rule 11(1) | Every company except OPC and small company | Annual return in Form MGT-7 |
| Rule 11(1) | OPC and small company | Annual return in Form MGT-7A from FY 2020-2021 |
| Rule 11(2) | Listed company; paid-up capital ten crore rupees or more; turnover fifty crore rupees or more | Certificate of a Company Secretary in practice in Form MGT-8 |
| Rule 12 | Every company | A copy of the annual return filed with the Registrar with the specified fees |
| Rule 13 | - | Omitted |
A worked example
Sunrise Packaging Private Limited (invented) is not a small company and has paid-up capital below ten crore rupees and turnover below fifty crore rupees; it is unlisted. It files Form MGT-7, and no MGT-8 certificate is required under rule 11(2). Its sister company, Sunrise Exports Limited, has turnover above fifty crore rupees; it files MGT-7 and attaches an MGT-8 certificate from a Company Secretary in practice. A third company, Tiny Looms OPC Private Limited, files MGT-7A.
Related rules
The annual return must also name the person designated under rule 9(4); see Rules 9 and 10. Copies of the annual return are preserved for eight years from the date of filing under rule 15(3), and inspection and copies fall under rules 14 and 16; see Rules 14 to 16.
Need help with the annual return?
Choosing between MGT-7 and MGT-7A, getting the MGT-8 certificate in time and matching the return with the financial statements is where most mistakes happen. Our team can prepare and file the return through the annual filing service for small companies and OPCs, or help a larger company with its documentation.
Key takeaways
- MGT-7 is the general form; OPCs and small companies use MGT-7A from FY 2020-2021.
- MGT-8 certification by a Company Secretary in practice applies to listed companies, and companies with paid-up capital of ten crore rupees or more or turnover of fifty crore rupees or more.
- A copy of the return is filed with the Registrar with the specified fees.
- Rule 13 is omitted.
- The 2025 forms took effect on 14 July 2025; the rule text did not change.
Read next
- Section 92: Annual Return (MGT-7 and MGT-7A)
- MGT-7 and AOC-4 Revised in 2025
- How to File Form MGT-7A
- Rules 14 to 16: inspection, preservation and copies
Disclaimer: Based on the Companies Act, 2013 rules (and the Companies (Auditor's Report) Order, 2020) named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.