Rule 12 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 12 says documents are filed on payment of the fee, or the additional fee where applicable, shown in the Table in the Annexure. Item I of the Annexure is that Table: fees by nominal share capital, rates for OPCs and small companies, fees on increase of capital, and additional fees by period of delay. This article states the rule and the figures as amended up to G.S.R. 300(E) dated 21 April 2026 per the MCA e-book; later amendments should be checked. The figures below are given only as the table prints them. This article works out no fee for any company.
Rule 12 requires fee or additional fee as in the Annexure Table for every filing, GNL-1 or GNL-2 for filings with no prescribed form, and GNL-3 for the section 2(60) information. Fees depend on nominal share capital (or number of members for a company without share capital), with a separate table for OPCs and small companies. Late filing carries additional fees as a multiple of the normal fee, a per-day fee for annual return and financial statements and per-month rates for increase of authorised capital. Our annual filing support for small companies and OPCs helps with the small company side.
What rule 12 says
| Sub-rule | Rule |
|---|---|
| (1) | Documents required to be submitted, filed, registered or recorded, or any fact or information required or authorised to be registered, are filed on payment of the fee, or the additional fee where applicable, as mentioned in the Table annexed to the rules. |
| (2) | Where no e-form is prescribed under the rules, the document or application is filed through Form GNL-1 or GNL-2, with the fee as applicable; where one form is prescribed for several purposes, the fee is paid for each purpose in the form. |
| (3) | Information under section 2(60) is filed in Form GNL-3 with the fee as applicable. |
The Table is printed twice in the e-book: inside rule 12 and as the Annexure. The share capital and members tables match. They differ in the delay table: the copy inside rule 12 has one column headed "Forms including charge documents" and no part E, while the Annexure has "Forms excluding charge documents" and a separate part E for charges. This article follows the Annexure. Some amount cells are blank in both copies and are marked "not legible" below; check the official Annexure.
A. Fees to the Registrar: company with share capital
| Item | Company and capital | As printed |
|---|---|---|
| 1(a) | OPC and small company, nominal capital up to Rs 10,00,000, at registration | Amount not legible in the e-book copy |
| 1(b) | OPC and small company, capital above Rs 10,00,000 | Rs 2000, plus Rs 200 for every Rs 10,000 or part after the first Rs 10,00,000 and up to Rs 50,00,000 |
| 2(a) | Other company, capital up to Rs 10,00,000 at incorporation | Amount not legible in the e-book copy |
| 2(b) | Other company, capital above Rs 10,00,000 | Rs 36,000, plus: (i) Rs 300 per Rs 10,000 or part after the first Rs 10,00,000 up to Rs 50,00,000; (ii) Rs 100 per Rs 10,000 or part after Rs 50,00,000 up to Rs one crore; (iii) Rs 75 per Rs 10,000 or part after the first Rs 1 crore |
| 2 (proviso) | Cap on additional fees | Where additional fees exceed rupees two crore and fifty lakh, the total additional fee shall not exceed rupees two crore and fifty lakhs |
| 3 | Notice of increase in nominal capital | The difference between the fee on the increased capital and the fee on the existing authorised capital, at the rates prevailing on the date of filing. Sub-items (a) to (d) cover OPCs and small companies and other companies, with a base of Rs 5,000 for increases where capital exceeds Rs 1,00,000; slab amounts are not legible in the e-book copy |
| 4 | Registration of an existing company | The same fee as for registering a new company, except companies exempted by the Act |
Items 5 and 6 (submitting or recording any document, and recording a fact, by the Registrar) are charged by nominal capital:
| Nominal share capital | Fee (Rs) as printed, items 5 and 6 |
|---|---|
| Up to Rs 1,00,000 | 200 |
| Rs 1,00,000 or more but less than Rs 5,00,000 | 300 |
| Rs 5,00,000 or more but less than Rs 25,00,000 | 400 |
| Rs 25,00,000 or more but less than Rs 1 crore | 500 |
| Rs 1 crore or more | 600 |
Item 5(e) carries a proviso that for companies incorporated on or after 26.01.2018 with nominal capital not exceeding rupees ten lakhs, fee shall not be payable. It is printed against item 5(e) as the e-book shows it.
A. Company without share capital
| Item | Case | Fee (Rs) as printed |
|---|---|---|
| 7 | Members stated in articles not exceeding 20 | 2000 |
| 8 | More than 20 but not exceeding 200 | 5000 |
| 9 | More than 200 but not unlimited | 5000 plus Rs 10 for every member after the first 200 |
| 10 | Unlimited members | 10000 |
| 11 | Increase in number of members after registration | Same fee as if stated at registration; no company pays more than Rs 10,000 in total for its number of members |
| 12 | Existing company | Same fee as for a new company, except exempted companies |
| 13 | Filing or registering any document | 200; no fee for companies incorporated on or after 26.01.2018 with not more than 20 members |
| 14 | Recording a fact | 200 |
Notes (1) to (4): (1) The OPC and small company table applies only if the company stays in that class for not less than one year from incorporation. (2) The table applies to intimations under section 159 and notices of appointment of auditors, secretarial auditors or cost auditors. (3) It applies to revised capital under section 233(11), after setting off fee paid by the transferor on its authorised capital. (4) It applies to revised financial statements or board reports under sections 130 and 131. For small company and OPC definitions, see Rules 1 and 2 of the Specification of Definitions Details Rules.
B. Additional fee for delay (forms other than capital increase and sections 92 and 137)
| Period of delay | Forms excluding charge documents |
|---|---|
| Up to 15 days (sections 139 and 157) | One time |
| More than 15 days and up to 30 days (sections 139 and 157), and up to 30 days in remaining forms | 2 times of normal filing fees |
| More than 30 and up to 60 days | 4 times |
| More than 60 and up to 90 days | 6 times |
| More than 90 and up to 180 days | 10 times |
| Beyond 180 days | 12 times |
Note (1): for belated filings due before the fee rules were notified, the fee applicable at the time of actual filing applies.
C. Increase in authorised capital
| Delay | Additional fee as printed |
|---|---|
| Up to 6 months | 2.5 per cent per month on the fees payable under para I.3 or II.12 of Table A |
| Beyond 6 months | 3 per cent per month on the fees payable under para I.3 or II.12 of Table A |
The "II.12" reference is as printed; check the official text for which paragraph is meant. The same table applies to delay in an application under section 233(11).
D. Forms under sections 92 and 137
| Case | Additional fee |
|---|---|
| Delay beyond the period under section 92(4), where the period expires after 30 June 2018 | One Hundred per day |
| Delay beyond the period under section 137(1) (the e-book copy of the reference is garbled), same condition | One Hundred per day |
| Other belated annual returns or financial statements (including charge documents): up to 30 days / 30-60 / 60-90 / 90-180 / beyond 180 days | 2 / 4 / 6 / 10 / 12 times of normal filing fees |
The additional fee also applies to revised financial statements or board's reports under sections 130 and 131 and to a secretarial audit report under section 204. See section 92, section 137, MGT-7 and AOC-4.
E. Charge documents
| Case | Period of delay | Additional fee |
|---|---|---|
| Charges created or modified before 2 November 2018 (within 300 days, or six months from 2 November 2018) | Up to 30 / 30-60 / 60-90 / 90-180 / more than 180 days | 2 / 4 / 6 / 10 / 12 times of normal fees |
| Created or modified on or after 2 November 2018, up to 31 July 2019, all companies (dated; the date has passed) | Up to 30 / 30-60 / 60-90 days | 2 / 4 / 6 times |
| From 1 August 2019, small companies and OPCs | Up to 30 days | 3 times |
| From 1 August 2019, small companies and OPCs | More than 30 and up to 90 days | 3 times plus ad valorem fee of 0.025 per cent of the amount secured, maximum one lakh rupees |
| From 1 August 2019, other companies | Up to 30 days | 6 times |
| From 1 August 2019, other companies | More than 30 and up to 90 days | 6 times plus ad valorem fee of 0.05 per cent of the amount secured, maximum five lakh rupees |
For the charge rules, see Rules 1 to 4 of the Registration of Charges Rules.
Need help with ROC fees and late filings?
Which row applies depends on the form, the capital, the class of company and the delay. For filings reviewed against the official Annexure, see our annual filing support for small companies and OPCs.
Key takeaways
- Every filing is on payment of the fee, or additional fee, in the Annexure Table.
- Fees depend on nominal capital, or members for a company without share capital; OPCs and small companies have their own table.
- Delay fees are multiples of the normal fee, rising to twelve times beyond 180 days.
- Annual returns and financial statements carry a per-day additional fee under the section 92 and 137 table.
- Increase of authorised capital carries per-month additional fees; charge filings have their own table from 1 August 2019.
Read next
- Annexure items II to VI: application, dormant, inspection and strike-off fees
- Rules 1 and 2 of the Specification of Definitions Details Rules
- Rules 11, 13, 14 and 15: director vacation, payment and inspection
- Form MGT-7 due date and fees
Disclaimer: Based on the Companies Act, 2013 rules 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.