What happens if a company fails to file its annual returns with the ROC?

Failing to file annual returns and financial statements with the Registrar of Companies can result in escalating penalties, and continued, prolonged non-compliance can eventually lead to the company being struck off the register by the ROC, and its directors being disqualified from being appointed as directors of other companies for a specified period.

If your company has genuinely become inactive and you don't intend to continue operating it, it's often better to proactively apply to have it formally struck off (through the appropriate dormant company or fast-track exit process) rather than simply letting non-compliance accumulate, which carries ongoing penalty risk and can affect your ability to be a director elsewhere.

If you do intend to keep the company active, it would be important to first assess exactly how many years of filings are pending and get professional help to bring the compliance up to date, ideally before the ROC initiates any strike-off action on its own. A company secretary or corporate lawyer can help you assess your specific situation and the best path forward.