Annual return · MGT-7, MGT-7A and MGT-8

Form MGT-8 — Who Needs It, and the Small-Company Overlap

MGT-8 is the certificate a practising company secretary gives on a company’s annual return. Whether you need one turns on size — and since the small-company limits were raised in December 2025, two rules overlap in a way nobody has officially resolved.

Short answer

MGT-8 is required for the annual return of a listed company, and of any company with paid-up share capital of ₹10 crore or more or turnover of ₹50 crore or more (rule 11(2) of the Companies (Management and Administration) Rules, 2014). Either limit is enough. Below both, there is no MGT-8.

A One Person Company or small company files the abridged MGT-7A, which on its face carries no MGT-8. But rule 11(2) has no small-company exception, and a small company can now have turnover up to ₹100 crore, or paid-up capital of exactly ₹10 crore. For a small company with turnover of ₹50–100 crore, or capital of exactly ₹10 crore, the position is unresolved — see below.

MGT-7, MGT-7A and MGT-8: which is which

	MGT-7	MGT-7A	MGT-8
What it is	The full annual return	The abridged annual return	A certificate on the annual return
Who files or gives it	Every company other than an OPC or small company	A One Person Company or a small company	A company secretary in practice
When MGT-8 comes in	Listed, or paid-up capital ₹10 crore+, or turnover ₹50 crore+	On its face, never — but see the overlap below	—

In outline, the practising company secretary certifies that the annual return discloses the facts correctly and adequately and that the company has complied with the provisions of the Act. It is a professional certificate, separate from the signatures on the return itself. The MGT-7A guide covers who signs the return.

The thresholds, exactly

Listed company — always.
Paid-up share capital of ₹10 crore or more — enough on its own.
Turnover of ₹50 crore or more — enough on its own.

These are alternatives, not a combined test. A company with ₹1 crore of paid-up capital and ₹60 crore of turnover needs MGT-8; so does one with ₹12 crore of paid-up capital and ₹5 crore of turnover. Authorised capital is not the measure.

The small-company overlap — where this page is firm and where it is not

Firm: in the version of rule 11(2) we checked on 29 September 2026, the annual return of a listed company, or of a company with paid-up share capital of ₹10 crore or more or turnover of ₹50 crore or more, is to be certified by a company secretary in practice in Form MGT-8. The rule contains no exception for small companies. Small companies can file MGT-7A, and since 1 December 2025 they may have turnover up to ₹100 crore.

Not resolved: what a small company should do if its turnover is between ₹50 crore and ₹100 crore, or if its paid-up capital is exactly ₹10 crore (the small-company ceiling is “does not exceed ₹10 crore”, while rule 11(2) applies at “₹10 crore or more”). Read literally, rule 11(2) catches it, yet the abridged MGT-7A is designed to carry no certificate. We searched for an MCA clarification, circular or amendment through 1 October 2026 and found none; professional commentary describes the position as a mismatch that needs clarification from MCA.

Our view, which is not an official one: until MCA clarifies, a small company in that band should obtain the certificate from a practising company secretary and keep it with the board papers, rather than rely on the argument that MGT-7A needs none. The downside of being wrong is larger than the effort of obtaining it. If you are in that band, discuss it with your company secretary or auditor before the AGM.

If the Bill passes

The Corporate Laws (Amendment) Bill, 2026 does not, on the analyses we read, change section 92 or MGT-8. It would, however, double the small-company limits to ₹20 crore and ₹200 crore, which would widen this overlap to turnover of ₹50–200 crore and paid-up capital of ₹10–20 crore. It was introduced on 23 March 2026, the Joint Parliamentary Committee reported on 3 August 2026, and we found no sign of passage as of 1 October 2026. It is not law.

Are you caught? A short checklist

Is the company listed? If yes, MGT-8 applies.
What is the company’s paid-up share capital in the financial statements the return relates to? ₹10 crore or more means MGT-8. (The rule does not spell out the measurement date.)
What was turnover for the year? ₹50 crore or more means MGT-8.
Neither limit met — no MGT-8, whether you file MGT-7 or MGT-7A.
A small company with turnover of ₹50 crore or more, or paid-up capital of exactly ₹10 crore — the unresolved overlap above.

Timing

The annual return is due within 60 days of the annual general meeting, and the MGT-8 is attached to it, so the certificate has to be ready before you file. The annual compliance checklist shows where the return sits among the other filings.

Limited liability partnerships

An LLP files Form 11, not MGT-7, and has no MGT-8. It does have its own certification rule, at much lower limits. See MGT-8 and company secretary for an LLP.

FAQ

Is MGT-8 mandatory for a private limited company?

Only if the company has paid-up share capital of ₹10 crore or more or turnover of ₹50 crore or more. A smaller private company does not need it.

Who can issue MGT-8?

A company secretary in practice. It is a professional certificate on the annual return.

Does a company with ₹1 crore of paid-up capital but ₹60 crore of turnover need MGT-8?

Yes. The two limits are alternatives; turnover of ₹50 crore or more is enough on its own.

Does MGT-7A need MGT-8?

On its face, no: MGT-7A is the abridged return for One Person Companies and small companies and does not carry a certificate. The unresolved point is a small company with turnover of ₹50–100 crore, or paid-up capital of exactly ₹10 crore, where rule 11(2) read literally still applies. See the overlap section above.

What is the due date for the annual return?

Within 60 days of the annual general meeting.

Does an LLP need MGT-8?

No. An LLP files Form 11 and has a separate rule under which a practising company secretary certifies it above prescribed contribution and turnover limits.

Sources: Companies Act, 2013, section 92; Companies (Management and Administration) Rules, 2014, rule 11(2) (text checked against ca2013.com, valid as on 29 September 2026); MCA notification G.S.R. 880(E) dated 1 December 2025; professional commentary on the MGT-7A / MGT-8 mismatch; Corporate Laws (Amendment) Bill, 2026 analyses by Taxmann and PRS Legislative Research.

Position as at 1 October 2026, based on section 92 of the Companies Act, 2013 and rule 11(2) of the Management and Administration Rules, 2014. Guidance, not legal advice.