A S BANKA ADVISORS

Most CA practices we have spoken to in the last fortnight do not have a written V2-to-V3 migration plan. A few have a rough mental list. None have inventoried Class 2 DSCs across their client base. That is the gap this advisory tries to close.

The Ministry of Corporate Affairs has confirmed that the legacy MCA21 V2 portal will be permanently decommissioned on June 30, 2026 at 23:59 IST. From July 1 onward, every MCA filing in India runs on V3. The MCA notice dated March 18, 2026 followed stakeholder consultations with ICAI, ICSI, and FICCI. The 60-day data-download window from May 1 to June 30 is a concession; the cut-off itself is firm.

What This Means for Your Startup

If your company was incorporated before 2022, you have data on V2 that the V3 archived view cannot fully reproduce. INC-22A photograph attachments, e-Form 23 special-resolution copies, AOC-4 XBRL legacy schema instances, and MGT-7 PDF schema annual returns become flat archived PDFs after June 30. If a future banker, lender, due-diligence team, or RoC scrutiny letter asks for one of these documents, you cannot pull it from V3 in the original form. You either have a clean local copy, or you do not.

If your company has any active charge filings (CHG-1, CHG-4, CHG-9), the migration is not automatic in practice even though the official position says it is. The ICAI advisory bulletin dated April 5, 2026 documents reconciliation gaps. A charge that does not appear correctly on the V3 register can break a Section 86 compliance, with imprisonment exposure of up to 6 months for the officer in default.

The Three Workstreams Founders and Their CFOs Should Own

1. DSC and User-Account Migration (Start This Week)

Every director, every Key Managerial Personnel, every authorised signatory must complete a fresh DSC association on V3. Re-association takes 7 to 10 working days per signatory. The DSC must be Class 3 with at least 6 months remaining validity from the date of association, or the request is rejected. Class 2 DSCs were phased out by the Controller of Certifying Authorities in January 2021, but a surprising number of small companies still hold them.

The user-account migration itself is one-time and irreversible. Once a V2 user ID is migrated, the V2 ID is deactivated. Coordinate this so that no one is locked out of V2 in the middle of a critical filing. The standard sequence we recommend is: migrate the in-house company secretary first, then the practising professional, then directors in order of filing frequency.

2. Pending Workflow Conversion (May 31 Internal Deadline)

Three classes of pending workflows lapse if not converted in time:

• RUN name reservations: file SPICe+ Part B on V3 before May 31. After June 30, the V2 approval is dead and you pay Rs 1,000 plus 20 days of uncertainty.
• Pending SRNs: pay or abandon. Expired SRNs cannot be reopened on V3.
• Pre-2014 dormant company revivals (Form-21A, Form 23B): complete by June 1, 2026.

3. Master Data and Charge Reconciliation (Audit Loop)

Pull the V2 master-data PDF for every active company. Compare against V3 master data. Flag every discrepancy in registered office, directors list, charge details, paid-up capital, authorised capital. File CHG-4 (charge satisfaction), DIR-12 (director cessation), or INC-22 (registered office change) on V3 to correct. This is also the moment to verify the INC-22A ACTIVE status. If missing, file INC-22A on V3 with a Rs 10,000 late fee, and consider Section 460 condonation if the original due date applies.

For SBO compliance, download every historical BEN-1 and BEN-2 from V2 and verify the V3 SBO Register. Missing declarations attract penalty up to Rs 10 lakh under Section 90(11) of the Companies Act, 2013.

Foreign Companies and FC-3 Filers: Different Rules

Foreign companies do not get a migration path. They must create a fresh V3 user account by May 31. The new V3 schema for FC-3 returns from FY 2025-26 onwards requires a foreign-parent beneficial-ownership chart in PDF, which was not required on V2. Plan ahead with the offshore parent, especially if the parent sits in a jurisdiction with restrictive disclosure rules.

The 30-Day Grace Period (Read Carefully)

The MCA e-Governance Cell announced on April 21, 2026 that a 30-day grace period until July 30, 2026 will allow late filings without additional fee under Section 403, but only if the delay is attributable to a documented V3 technical issue. The taxpayer must file a representation with the SRN, helpdesk ticket number, and date of attempted filing. The grace period applies only to forms with statutory due dates between July 1 and July 30, 2026. Do not assume the helpdesk will accept a generic “V3 was slow” excuse; you need a ticket.

The Carousel: Detailed Breakdown

The accompanying carousel has the full V2-to-V3 module mapping table, the 5-stage shutdown timeline, the 10-step migration checklist, and the penalty exposure table mapped to specific Companies Act sections.

Download the full carousel PDF

Where We Help

A S Banka Advisors Private Limited works with Indian startups, Indian subsidiaries of foreign parents, and family-business holding structures. For the V2-to-V3 migration, we run a 4-touchpoint engagement: (1) DSC and user-account migration audit, (2) charge register and master-data reconciliation, (3) pending workflow conversion (RUN, SPICe+, FC-3), and (4) post-cut-off readiness review. The May 31 internal deadline is what most clients target, with a buffer for the 30-day grace period.

Need hands-on migration support? Talk to an Expert: https://calendly.com/asbanka-info/30min

This article is for general informational purposes only and is not legal, tax, or professional advice. Specific factual circumstances of each company may require a different approach. Verify the current MCA timelines and procedural requirements with the MCA, ICAI, ICSI, and your professional advisors before acting on any information here.