CCFS-2026 Practitioner Guide: Three Routes, Fee Math, Immunity Scope and the Section 96 Trap

TL;DR. The Ministry of Corporate Affairs notified the Companies Compliance Facilitation Scheme, 2026 (CCFS-2026) through General Circular No. 01/2026 dated 24 February 2026. The scheme opened on 15 April 2026 and, after two extensions, now closes on 15 September 2026 — a window in which a defaulting company can either bring its overdue annual filings current at 10% of the additional fee, opt into dormant status at 50% of the MSC-1 fee, or strike itself off at 25% of the STK-2 fee. There is full penalty immunity for Section 92 (annual return) and Section 137 (financial statements) defaults if the filing is made before, or within 30 days of, the adjudicating officer’s notice. Section 96 (AGM not held) is not covered. LLPs are not covered. After 15 September, the Registrar restarts strike-off action, and the cost stack — additional fee, prosecution exposure, director disqualification under Section 164(2) — comes back at full strength.

Status as at 1 September 2026 — the window has been extended twice. The scheme was originally notified to close on 15 July 2026. General Circular No. 03/2026 dated 8 July 2026 moved that to 31 August 2026, citing capacity enhancement and restoration work at the MCA data centre following a fire on 5 June 2026. General Circular No. 04/2026 dated 31 August 2026 extended it again, to 15 September 2026, in view of representations received from stakeholders. Both circulars say the same thing about everything else: all other terms and conditions of the scheme remain unchanged. The fee concessions, the three routes, the immunity scope and the exclusions set out below are exactly as they were in February.

This article is a practitioner-oriented walkthrough — how the routes work, how the fee math actually plays out across a realistic backlog, what immunity does and does not protect, the AGM trap that catches most practitioners on first read, and what is still achievable in the time that is left.

1. Why the MCA Brought This Scheme Now

CCFS-2026 follows a familiar pattern. Periodically, MCA looks at the volume of inactive or under-compliant companies on the register and decides that the corporate registry is no longer a clean reflection of who is actually trading. A one-time scheme is announced — defaulting companies are given a window to come current at concessional fees, after which strike-off enforcement and prosecution under the Companies Act 2013 resume at full intensity. CFSS-2020 (during the pandemic), the LLP Settlement Scheme 2020, and earlier 1956-Act amnesty schemes all worked the same way.

What is different about CCFS-2026 is that it lands at a moment when the Ministry has been increasingly aggressive in parallel: notices under Section 248(1), strike-off action against companies with multiple years’ pending filings, and adjudication orders carrying daily-running penalties under Sections 92 and 137. Companies sitting on a 3- or 4-year backlog now face two paths — clean up cheaply during the window, or face the full additional fee plus enforcement once it closes.

2. The Three Routes Inside CCFS-2026

The scheme is best understood as three different routes, not a single workflow. The right route for a given company depends almost entirely on whether the business is still trading.

The decision tree: if the company still has economic activity (revenue, assets being deployed, employees, GST registration in active use), Route A is almost always the answer. If the company is genuinely non-operating but the directors want to preserve the shell — for instance, a holding entity awaiting a future investment or a property-holding SPV — Route B is cheaper than Route A in most years. If the company is defunct and the directors have no intention of resuming, Route C is the cleanest exit, but only after the Rule 4 prerequisites discussed in section 9.

3. Eligibility — Who Can and Cannot Use CCFS-2026

The scheme applies to all companies registered under the Companies Act, 2013 or the predecessor 1956 Act, with five carve-outs. A company is not eligible if any of the following is true:

• Final action for strike-off has already been initiated (typically meaning STK-7 has been issued).
• The company has already applied for strike-off (so STK-2 has been filed before the scheme commenced).
• The company applied for dormant status before 15 April 2026.
• The company was dissolved pursuant to an amalgamation.
• The company is a “vanishing company” (i.e. classified by MCA as such in earlier compliance reviews).

LLPs are excluded entirely. CCFS-2026 is a Companies Act scheme. Limited Liability Partnerships sit under the LLP Act, 2008, and historically have been addressed through their own settlement schemes — a separate amnesty for LLPs has not been notified alongside CCFS-2026. Practitioners with LLP clients carrying a backlog should track MCA notifications for a parallel scheme.

Edge cases worth flagging:

• STK-1 issued, STK-7 not yet issued. The Registrar may have begun action under Section 248(1) by issuing STK-1 (notice of intent to strike off), but until STK-7 (final notice removing the name from the register) is issued the company is still on the register. The MCA FAQ confirms that such a company can still use the scheme — but it must file all pending overdue financial statements and annual returns before applying. The carve-out does not let a company go straight to STK-2 in this state.
• Amalgamation order issued but transferor not yet dissolved. Where the NCLT has approved the amalgamation but the transferor company has not yet been formally dissolved, the position is fact-specific — in practice transferor entities at this stage have not historically been called upon to file standalone overdue forms, and MCA has not extended CCFS to them; verify the current position with the concerned RoC before relying on the scheme.
• Companies under CIRP or liquidation under IBC. Companies in insolvency proceedings face a separate moratorium and management regime; CCFS does not displace those proceedings. Filings during CIRP are typically driven by the Resolution Professional, not the erstwhile management.

4. The Fee Math — Worked Examples Beyond the MCA Illustration

The MCA FAQ gives a single illustration: 300 days’ delay, normal additional fee Rs. 30,000, scheme fee Rs. 3,000. That captures the headline, but practitioners deal with multi-year backlogs and need to plan the total cost across several pending forms. The examples below assume a company in the Rs. 1 lakh to below Rs. 5 lakh nominal share capital bracket, so the normal AOC-4 / MGT-7 filing fee is Rs. 300 each (verify the company’s actual nominal share capital or no-share-capital category before quoting the base fee). The additional-fee number, however, does not vary with capital — see the note immediately after the table.

Two notes on the table. First, the figures use a flat Rs. 100 per day per form: under the Companies (Registration of Offices and Fees) Rules, 2014, the additional fee for documents under Sections 92 and 137 whose due period expires after 30 June 2018 is a flat Rs. 100 per day without an upper limit, and does not scale with the company’s nominal share capital. What does vary by nominal share capital is the normal filing fee for the form — not the additional fee. Second, the table assumes back-to-back filing without gaps; in practice the “days delayed” per form is computed from each form’s individual statutory due date.

The headline takeaway is that the scheme is most valuable to companies with deep backlogs: a 5-year defaulter saves close to ten lakh rupees in additional fees on annual-filing forms alone, before considering immunity from prosecution under Section 92 / 137 (a separate, possibly larger, exposure).

Important: the scheme does not reduce the normal filing fee. A company filing AOC-4 still pays the base fee for that form — it pays only 10% of the additional fee for the delay. There is no concession on the base.

5. Forms Covered — Practical Mapping

The forms eligible for CCFS-2026 group into four buckets:

• Annual filing core (Companies Act 2013): MGT-7 and MGT-7A (annual return), AOC-4 (financial statements) along with its Ind AS, NBFC and CFS variants and AOC-4 XBRL.
• Auditor appointment: ADT-1.
• Foreign companies: FC-3 and FC-4 (annual accounts and annual return for foreign companies operating in India).
• Legacy 1956-Act forms: 20B, 21A, 23AC, 23ACA, 23AC-XBRL, 23ACA-XBRL, 66 and 23B — relevant where the backlog goes back to 1956-Act years.

Forms outside this list — for example DIR-3 KYC, DPT-3, MSME-1, BEN-2 — are not within CCFS-2026’s concessional fee window. For DIR-3 KYC specifically, see DIR-3 KYC Web Fees Notified; the MCA has separately notified a fee structure for that form which sits outside CCFS.

6. Immunity Scope — What CCFS Actually Protects

The immunity inside CCFS-2026 is the part most likely to be misunderstood, because there are two different protections operating in parallel.

Tier 1 — Sections 92 and 137 (annual return and financial statements). If a company files MGT-7/7A or AOC-4 during the scheme, no penalty under Sections 92 or 137 is leviable, provided one of two conditions is met:

• The filing is made before the adjudicating officer issues a notice; or
• The notice has already been issued, but the filing is made within 30 days of that notice.

Both Section 92 (annual return) and Section 137 (financial statements) carry running penalties — on the company and on every officer in default — that can mount into lakhs of rupees over a multi-year delay. The Section 92 / 137 immunity is therefore often the more valuable benefit of CCFS-2026, frequently exceeding the additional-fee saving for an officer-heavy company.

Worth flagging here that the AOC-4 family in all its variants — AOC-4, AOC-4 CFS, AOC-4 NBFC (Ind AS), AOC-4 CFS NBFC (Ind AS), AOC-4 XBRL — are all Section 137 filings, so they sit in this Tier 1 bucket. The MGT-7 / MGT-7A pair is the Section 92 filing.

Tier 2 — Other forms. For forms outside Sections 92 and 137 covered by the scheme — principally ADT-1, FC-3, FC-4 and the listed legacy 1956-Act forms — CCFS gives only prospective immunity from penal action, and only if no prosecution has been filed and no adjudication proceedings have been initiated by issuance of a show-cause notice before the company files under the scheme.

What is not protected:

• For Sections 92 and 137: a notice already issued does not by itself kill the immunity — immunity is lost only if the filing is made after the 30-day window from the notice has expired, or if an adjudication order has already been passed. The 30-day clock keeps running irrespective of whether the notice was served before or after the scheme commenced.
• For other covered forms: a pre-filing SCN does kill the prospective immunity, since that immunity is conditional on no SCN having been issued before the company files under the scheme.
• Prosecutions already initiated — those continue, regardless of section.
• Section 96 defaults (failure to hold AGM) — covered separately in section 8 below.
• Director disqualification under Section 164(2)(a) once it has already attached — CCFS does not unwind disqualification automatically; the disqualification flows from the period of default and is examined separately. Practitioners should not assume that a director who was disqualified in 2024 for non-filing of 2021-23 returns becomes un-disqualified merely because the company files those returns under CCFS in 2026.

The 30-day clock matters. If an adjudicating officer’s notice has already been served, the company has 30 days from the date of that notice to make the filing under CCFS — not 30 days from any other reference point. Tracking the notice date for each pending entity is the critical operational detail in client portfolios with adjudication proceedings already active.

7. Audit and UDIN — The Hidden Operational Constraint

For Route A and Route C alike, AOC-4 cannot be filed without a complete audited set of financial statements signed by the auditor. The MCA FAQ itself notes that the company must have its accounts audited for the relevant financial years and file with a valid UDIN generated under ICAI guidelines.

For companies with a 3-, 4- or 5-year backlog this is a serious operational constraint. The auditor needs to plan back-year audits, deal with opening balances that may have been signed off by prior auditors or no auditor at all, and generate UDINs against the signed audit reports. ICAI’s UDIN system attaches a unique identifier to each signed document — the AOC-4 form requires that UDIN. If a back-year audit cannot be completed before the window closes, the company cannot use Route A or Route C for that year.

Practitioners should run back-year audits in parallel with form preparation rather than in sequence. With the window now closing on 15 September 2026, an unstarted back-year audit is the single most likely reason a company misses the scheme altogether — the signed report and its UDIN have to exist before AOC-4 can be filed at all.

8. The Section 96 AGM Gap — The Trap Most Practitioners Miss on First Read

Section 96 of the Companies Act, 2013 requires every company (other than a One Person Company) to hold an annual general meeting in each calendar year. If a company has not held its AGM for one or more past financial years, that is a separate non-compliance under Section 96 — and CCFS-2026 does not provide immunity for it. The Section 99 penalty for AGM default survives the scheme, and it is worth stating precisely because it is routinely under-described: the section makes both the company and every officer in default punishable with a fine which may extend to Rs 1 lakh, with a further fine which may extend to Rs 5,000 for every day the default continues. The Rs 1 lakh is not a company-only exposure, and the daily fine is not an officer-only one.

However, MCA explicitly acknowledges in the official FAQ that the Section 96 default does not block the company from using CCFS for its other filings. The practical workflow is:

1. Convene AGMs for the back years now — physically or via permitted electronic mode — and adopt the financial statements for each pending year at the appropriate AGM.
2. File AOC-4 and MGT-7 / MGT-7A under CCFS-2026, citing the AGMs that have just been held.
3. Separately address the Section 96 default. The route depends on the facts — in many cases, a compounding application under Section 441 to the Regional Director (for less serious defaults) or NCLT (where statutorily required) is appropriate. Compounding is not free; it is, however, generally cheaper than allowing the daily-running Section 99 penalty to accumulate.

The trap is that practitioners read the headline 90% additional-fee waiver, advise the client to file under CCFS, and inadvertently leave the Section 96 default unaddressed — only for an enforcement notice to land on the company months later. Document the Section 96 plan in the client engagement letter alongside the CCFS filings.

9. Strike-Off Mechanics — What Rule 4 Requires

For companies pursuing Route C, the controlling rule is Rule 4 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016. Rule 4 requires that a company seeking strike-off file all financial statements and annual returns up to the end of the financial year in which the company ceased to carry on its business operations — not up to the current financial year. A company that ceased operations in FY 2021-22, for example, generally needs filings only through FY 2021-22 before STK-2 is acceptable.

There is one significant carve-out within CCFS-2026, confirmed in the MCA FAQ: where the Registrar has initiated action against the company under Section 248(1) but the final notice in STK-7 has not yet been issued, the company must file all pending overdue financial statements and annual returns before its STK-2 will be accepted under the scheme — not merely those up to the year operations ceased. A company that has not yet been touched by the Registrar enjoys the lighter Rule 4 standard; a company already in the Registrar’s sights does not. Track the Registrar’s correspondence on each entity before deciding whether to use the lighter or heavier path.

10. What Is Still Achievable in the Final Fortnight

The scheme opened on 15 April 2026 and closes on 15 September 2026. If you are picking this up now, the week-by-week plan that made sense in April is no longer the useful frame — triage is. The one input that cannot be compressed is a back-year audit, so sort the portfolio by whether signed financials already exist, not by how many years are pending.

For a firm running CCFS across a portfolio of defaulting companies, the bottleneck is almost never form filing — it is back-year audit completion and AGM convening. Two further extensions have already come; a third is not something to plan around.

11. What Happens After 15 September 2026

The scheme closes on 15 September 2026. From 16 September, several things resume at full strength:

• Additional fee reverts to 100% of normal. A company that did not use the scheme pays the full additional fee for any subsequent late filing, with no concession.
• Section 248(1) strike-off. The Registrar resumes strike-off action against companies still in default. Once struck off, restoration requires an NCLT application under Section 252 — significantly more expensive and time-consuming than a direct filing under CCFS would have been.
• Section 92 / 137 adjudication. Adjudication proceedings against companies that did not file restart, with the running penalty continuing to accumulate.
• Section 164(2)(a) director disqualification. Directors of companies that have not filed for three consecutive financial years are disqualified for five years. CCFS contains no provision dealing with disqualification either way: it does not unwind one that has already attached, and it does not say that filing under the scheme retrospectively negates a three-year default that is already complete. Filing removes the ongoing non-compliance going forward, which is worth having, but do not tell a director that the disqualification question is settled by using the scheme — that turns on the facts and warrants specific advice.

12. Practitioner FAQ

The questions below are the practitioner-side queries that recur on engagement calls; they are different from the MCA FAQ and address gaps the MCA document does not cover.

Q1. We have only the FY 2024-25 AOC-4 / MGT-7 pending — the rest is up to date. Is it worth using CCFS?

Yes, almost always. Even a single year of overdue annual filings can attract additional fee in the tens of thousands and exposes the company and its officers to Section 92/137 penalty. A 90% additional-fee waiver and full Section 92/137 immunity (available if the filing is made before any adjudication notice is issued, or within 30 days of such a notice) is materially better than waiting until the normal due date for FY 2024-25 has elapsed and absorbing the full additional fee. Note that the MCA has confirmed the scheme covers FY 2024-25 filings.

Q2. Our last AGM was held in 2022. We want to file AOC-4/MGT-7 for FY 2022-23, FY 2023-24 and FY 2024-25 under CCFS. Is that allowed?

Yes — provided you first hold AGMs for each of the three pending years and adopt the financial statements at each AGM. CCFS lets you file all three years’ AOC-4 and MGT-7/7A within the scheme window. The Section 96 default for the missed AGMs is a separate matter to be addressed (see section 8). Plan the AGMs early, since each requires a separate notice period and a quorate meeting.

Q3. Is CCFS available for foreign companies?

Yes. FC-3 and FC-4 are listed in the forms covered. A foreign company with overdue FC-3 / FC-4 filings can use the scheme on the same 90% additional-fee terms as a domestic company.

Q4. We received an adjudication SCN under Section 137 last month. Can we still use CCFS?

Yes, and the scheme is in fact most valuable here. As long as you file AOC-4 within 30 days of the SCN, the proceedings are concluded and no penalty is leviable. After the 30-day window, the immunity for that proceeding is lost — though you can still file the form under the additional-fee concession.

Q5. The company is a non-operating shell that we want to strike off, but we never filed even the year before operations stopped. What do we do?

Rule 4 of the Removal of Names Rules requires financial statements and annual returns up to the end of the financial year in which the company ceased operations. So if the company stopped trading in FY 2021-22, you need filings up to FY 2021-22 before STK-2 is acceptable — both the AOC-4 / MGT-7 for the cessation year and any earlier missing year. Use CCFS Route A for the AOC-4 / MGT-7 backlog first, then file STK-2 at 25% of normal fee under Route C in the same window.

Q6. The Registrar issued STK-1 last quarter, but no STK-7 yet. Can we still use CCFS?

Yes. Per the MCA FAQ, if Section 248(1) action has begun but final STK-7 has not been issued, you can use the scheme — but you must file all pending overdue financial statements and annual returns, not merely those up to the year operations ceased. The lighter Rule 4 prerequisite does not apply once the Registrar is already in motion.

Q7. Does the scheme protect against director disqualification under Section 164(2)?

Not directly, and the honest answer is narrower than the one usually given. CCFS does not contain a deeming provision that unwinds prior disqualification, so a director already disqualified on a three-consecutive-year non-filing default continues to run the five-year period from the date it was triggered. Nor does the scheme say anywhere that filing under it retrospectively erases a completed Section 164(2)(a) default for disqualification purposes. What filing does is end the ongoing default and remove the basis for the position getting worse. Treat any stronger claim — that using the scheme immunises the directors — as unsupported, and get advice on the specific facts.

Q8. Can we file multiple AOC-4s in the same window for different financial years?

Yes. The scheme is designed to facilitate exactly this. Each year’s AOC-4 is a separate filing, with the 10% additional-fee concession applied to each.

Q9. Is there a parallel scheme for LLPs?

Not as part of CCFS-2026. CCFS-2026 is a Companies Act scheme; LLPs are governed by the LLP Act, 2008 and have historically been addressed through separate settlement schemes. As of the date of writing, no parallel LLP scheme has been notified. Practitioners with LLP clients carrying a backlog should track MCA notifications for any subsequent announcement.

Q10. The company has been struck off and is currently dormant on the register. Can we use CCFS to bring it back?

No. A struck-off company cannot use CCFS. Restoration of a struck-off company requires an application to NCLT under Section 252 of the Companies Act, 2013 within the prescribed period. Once restored, the company can then use the regular filing route — but if CCFS is still open at the time of restoration, the additional-fee concession may be available for the post-restoration filings, subject to the standard eligibility carve-outs. Confirm the position with the concerned RoC before relying on it.

Q11. We have decided to go dormant under MSC-1 at the 50% concessional fee. What do we need to keep doing once dormant?

Dormant status is not a permanent freeze. A dormant company must file MSC-3 (return of dormant company) annually; the directors must continue to satisfy the dormant-status conditions; an auditor must be appointed in the manner prescribed; and the company can be reactivated by filing MSC-4. The 50% MSC-1 fee is a one-time concession on the entry into dormant status — it does not waive ongoing dormant-status compliance.

Q12. We file under CCFS in May and an adjudication SCN arrives in June. Are we still protected?

Yes. The Section 92/137 immunity attaches from the date of filing. An SCN that lands after a covered filing has been made, on the same default that the filing cured, is in effect mooted — there is no surviving default for the SCN to address. Document the filing acknowledgement (SRN) carefully; that is the evidence you will rely on if and when the SCN is replied to.

13. Statutory References

• Ministry of Corporate Affairs — General Circular No. 01/2026 dated 24 February 2026, notifying CCFS-2026.
• Ministry of Corporate Affairs — General Circular No. 03/2026 dated 8 July 2026, extending the scheme to 31 August 2026 in view of capacity enhancement and restoration work at the data centre following the fire of 5 June 2026.
• Ministry of Corporate Affairs — General Circular No. 04/2026 dated 31 August 2026 (F. No. Policy-02/02/2020-CL-V-MCA), extending the scheme to 15 September 2026 in view of representations received from stakeholders, all other terms and conditions remaining unchanged.
• Ministry of Corporate Affairs — FAQ document on CCFS-2026 released alongside the original circular.
• Companies Act, 2013 — Section 92 (annual return), Section 96 (annual general meeting), Section 99 (penalty for default in holding AGM), Section 137 (filing of financial statements), Section 164(2) (disqualification of directors), Section 248(1) (Registrar’s power to strike off), Section 252 (restoration of struck-off companies by NCLT), Section 441 (compounding of offences).
• Companies (Registration of Offices and Fees) Rules, 2014 — for the base filing fee and additional-fee slabs that CCFS modifies.
• Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 — in particular Rule 4, governing strike-off prerequisites.
• Forms referenced: MGT-7, MGT-7A, AOC-4 (and Ind AS / NBFC / CFS / XBRL variants), ADT-1, FC-3, FC-4, MSC-1, MSC-3, MSC-4, STK-1, STK-2, STK-7.

This article is a practitioner-oriented guide to CCFS-2026 based on MCA General Circulars 01/2026, 03/2026 and 04/2026 and the official FAQ released with the first of them. It was last updated on 1 September 2026 to reflect the extension to 15 September 2026. Verify the exact additional-fee slab applicable to a particular company, the current text of any referenced rule, and the case-specific position with the concerned Registrar of Companies before acting. Tax and corporate law are fact-specific — consult a practising Chartered Accountant, Company Secretary or Advocate for advice on a specific entity.