Rules 7 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 7 says documents go to the Registrar in electronic form through the portal, with special treatment for documents on stamp paper. Rule 8 says who authenticates an e-form, what a digital signature must be, who is responsible for contents, which forms must be pre-certified by a professional in whole-time practice, and what happens on false information. Rule 8A says who signs forms for a company in insolvency or liquidation. This article states them as amended up to G.S.R. 300(E) dated 21 April 2026 per the MCA e-book; later amendments should be checked.
Everything filed with the Registrar goes in computer readable electronic form (pdf or another specified format) through the Central Government portal. An e-form is authenticated by a digital signature of the authorised signatory, who must hold a class II or class III certificate. For companies other than OPCs and small companies, the forms listed in rule 8(12) must be pre-certified by a CA, CS or cost accountant in whole-time practice. A person who certifies is responsible for the correctness of the form and enclosures. See our compliance documentation service for help with filings.
Rule 7: manner and conditions of filing
Every application, financial statement, prospectus, return, declaration, memorandum, articles, particulars of charges, or any other particulars, document, notice, communication or intimation required to be filed, delivered or served under the Act and the rules is filed in computer readable electronic form, in portable document format (pdf) or another format specified in the rule or form, to the Registrar through the portal maintained by the Central Government or another website it notifies. The rule then has a run of provisos:
| Proviso | Rule |
|---|---|
| First | Documents required to be filed on Non-Judicial Stamp Paper are also submitted in physical form, unless the Central Government by order does not require it; proof of delivery of the physical documents is scanned and attached to the e-form. |
| Second | If stamp duty is paid electronically through the portal (or another notified website), no physical submission is needed. |
| Third | For documents not covered by electronic stamp duty payment, where the State stamp duty is equal to or less than one hundred rupees, the company scans the stamped document, files it electronically and need not submit it physically, except documents for compounding, adjudication or applications to the Central Government or Regional Director, which are submitted physically separately. |
| Fourth | Unless another law says otherwise, the company retains the stamped originals permanently for incorporation documents and changes to the memorandum and articles, and for a minimum of eight years from the date of filing in other cases, and produces them on inspection. |
| Fifth | Correspondence and documents carry the name, designation, address, membership number or DIN of the signatory; one that has only a signature and the words "authorised signatory" is not acceptable. |
| Sixth | Defaulting companies: no request for recording event-based information or changes is accepted unless the company files its updated balance sheet, profit and loss account and annual return, except for six items: a court or authority order; the balance sheet and profit and loss account; a compounding application; the form for transfer of money to the Investor Education and Protection Fund; an application for removal of the auditor; and Form GNL-1 for making a company active. |
The sixth proviso is the one that most often holds up a change of directors or address, so a company behind on annual filings should clear them first. Stamp duty rates themselves are outside these rules and this article.
Rule 8: authentication and responsibility
Sub-rule (1). An electronic form is authenticated by authorised signatories using a digital signature.
Sub-rule (2). Where there is a change in directors or secretaries, the form on the appointment is filed by a continuing director or the secretary of the company.
Sub-rule (3). The authorised signatory and the professional, if any, who certifies the e-form are responsible for the correctness of the contents and of the enclosures.
Sub-rule (4). Every person authorised to authenticate obtains a digital signature certificate from a Certifying Authority; it is not valid unless of class II or class III specification under the Information Technology Act, 2000 (quoted as printed; check the current Act).
Sub-rule (5). E-forms are authenticated on behalf of the company by the Managing Director, a Director, the Secretary or other key managerial personnel.
Sub-rule (6). Scanned images are of the original signed documents and must not be left blank without the actual signature of the authorised person.
Sub-rule (7). The person signing and the professional certifying are solely responsible for ensuring that all required attachments are attached completely and legibly.
Sub-rule (8). A filing may contain a power of attorney issued to an advocate, chartered accountant, cost accountant or company secretary in whole-time practice, or to any other person supported by a Board resolution, to make representations before the registering or approving authority; failing that, a director or key managerial personnel can make the representation.
Sub-rule (9). Where a filing contains false or misleading information or omits a material fact, requiring action under section 448 or 449, the person is liable under those sections. Our post on sections 448 and 449 covers them.
Sub-rule (10). Without prejudice to other liability, if certification of a form contains wrong, false or misleading information or omits a material fact or attachments, the Digital Signature Certificate is de-activated by the Central Government until a final decision.
Sub-rule (11). The Central Government sets up and maintains a website or portal giving access to the electronic registry and as many Registrar's Facilitation Offices as necessary.
Rule 8(12): pre-certification by professionals
The e-forms below, filed by companies other than one person companies and small companies, are certified as follows:
| Clause | Forms | Certification |
|---|---|---|
| (a) | INC-21, INC-22, INC-28, PAS-3, SH-7, CHG-1, CHG-4, CHG-9, MGT-14, DIR-6, DIR-12, MR-1, MR-2, MSC-1, MSC-3, MSC-4, GNL-3, ADT-1, NDH-1, NDH-2, NDH-3 | Pre-certified by a Chartered Accountant, Company Secretary or Cost Accountant, as the case may be, in whole-time practice. |
| (b)(i) | GNL-1 | Optional pre-certification by a CA, CS or cost accountant in whole-time practice. |
| (b)(ii) | DPT-3 | Certification by the auditors of the company. |
| (b)(iii) | MGT-10 | Certification by a Company Secretary in whole-time practice. |
| (b)(iv) | AOC-4 | Certification by a CA, CS or cost accountant in whole-time practice (as substituted on 7 November 2016). |
| (c) | DIR-3 | Filed with attestation of photograph, identity proof and proof of residence of the applicant by a CA, CS or cost accountant in whole-time practice. |
Sub-rule (12) was inserted by G.S.R. 297(E) of 28 April 2014. Drafting note: the opening words of clauses (a) and (b) refer to forms filed "under sub-rule (1) of rule 9"; that is the cross-reference as printed, and rule 9(1) is about the electronic registry. Read the clauses by their own terms and check the official text if the cross-reference matters. The list is of forms the rule names; other forms and any later changes are not stated here. The earlier AOC-4 wording (chartered accountant only) is not the present rule.
Rule 8A: signing by an insolvency professional or liquidator
Rule 8A, inserted by the Amendment Rules of 2023, says e-forms, wherever applicable, are signed by the insolvency resolution professional, resolution professional or liquidator of companies under insolvency or liquidation, as the case may be, and filed with the Registrar along with the fee as mentioned in the Table annexed to the rules. The e-book's text of this rule begins "18A" and has some words out of order; read it by its heading and sense. The fee is as in the Table; see our filing fees article. For the parallel rule on charge forms, see rule 13 of the Charges Rules.
Example
Bluewave Exports Limited, a public company that is not small, files Form INC-22 after changing its registered office. A practising company secretary pre-certifies the form under rule 8(12)(a); a director authenticates it using a class III digital signature; and both are responsible for the correctness of the contents and attachments. Had the company missed its annual return, the Registrar would not record the change under the sixth proviso to rule 7 unless the form is one of the six listed exceptions.
Need help with certifying and filing forms?
Pre-certification, digital signatures and attachments have to match the form's requirements. If you want a second look at a filing before it goes to the Registrar, see our compliance documentation service.
Key takeaways
- Filing is electronic, in pdf or another specified format, through the Central Government portal.
- Stamped documents have special handling: scan, retain originals, physical copies in some cases.
- A defaulting company's event-based changes are not recorded unless annual filings are updated, except six listed items.
- Digital signatures must be class II or class III; the signatory and the certifying professional are responsible for correctness.
- The forms in rule 8(12) need CA, CS or cost accountant pre-certification for companies other than OPCs and small companies.
Read next
- Rules 1–6: definitions, business activity, offices, powers and seal
- Rules 9, 10 and 10A: e-records, resubmission and the CPC
- How to file Form GNL-2: general filing
- How to file Form GNL-1: general application to the ROC
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.