Event-Based Compliance for Private Limited Companies in India: Complete List

Last Updated on August 18, 2026

Running a Private Limited Company in India involves more than completing annual ROC filings. Certain compliances arise only when a specific corporate event takes place. These are known as event-based compliances. For example, appointing a director, issuing shares, changing the registered office, increasing authorised share capital, taking a secured loan or changing the company name may trigger additional compliance requirements.

In simple terms, Event-based compliance means filing specific ROC forms whenever a company undergoes a change new director, share allotment, capital increase, office move, secured loan, or ownership change regardless of the annual filing calendar. Deadlines range from 15 to 30 days from the event, not the financial year-end.

This guide covers the major event-based compliances for Private Limited Companies, the common MCA forms involved, when they are triggered and how companies can avoid missing important deadlines.

What Is Event-Based Compliance?

Event-based compliance refers to legal and regulatory actions that become applicable because a particular event occurs in a company. Unlike annual compliance, these requirements do not follow one fixed yearly calendar.

For example:

• A director resigns → DIR-12 may be required.
• The company allots new shares → PAS-3 may be required.
• Authorised capital increases → SH-7 may be required.
• The registered office changes → INC-22 may be required.
• A secured charge is created → CHG-1 may be required.
• A registered charge is satisfied → CHG-4 may be required.

Therefore, companies should review compliance requirements whenever they make a major corporate decision or experience a structural change.

Why is Event-Based Compliance Important?

The main difficulty with event-based compliance is that the deadline is normally linked to the date on which the relevant event occurs. It may be the date of appointment, allotment, resolution, change or another triggering event. A company can therefore complete all its annual ROC filings on time and still have an event-based compliance default during the year.

For example, if a company appoints a new director in January, the director-related filing has its own deadline. The company cannot simply wait until its annual ROC filing period.

Missing an event-based filing may lead to additional filing fees, penalties and regulatory complications. The safer approach is to treat every major corporate change as a potential compliance trigger and check the applicable requirement immediately.

Complete List of Major Event-Based Compliances for Pvt Ltd Companies

1. Appointment, Resignation or Change in Directors

A change in the company’s directors generally requires the company to update its MCA records through Form DIR-12.

This may include: –

• Appointment of a director
• Resignation of a director
• Removal of a director
• Change in designation
• Other changes in director-related particulars where filing is required

The filing is generally required within 30 days of the change. The company should also maintain the necessary Board and shareholder records and obtain the applicable consent, declarations and supporting documents.

2. Appointment or Change of Key Managerial Personnel

Where applicable, changes relating to Key Managerial Personnel (KMP) can also trigger corporate filing requirements.

The company should first determine whether the company and the particular position fall under the applicable KMP provisions. Where DIR-12 is applicable, the relevant appointment or change should be reported within the prescribed period.

3. Issue or Allotment of New Shares

When a Private Limited Company issues and allots new shares, the allotment may trigger an ROC filing. The company generally files Form PAS-3 Return of Allotment within the applicable statutory timeline.

Depending on the type of issue, the process may involve: –

• Board approval
• Shareholder approval, where required
• Offer documents
• Receipt of subscription money
• Allotment resolution
• Updating the register of members
• Issuing share certificates
• Filing PAS-3

The deadline depends on the allotment route: 15 days from allotment for private placement, versus 30 days for rights issues, bonus shares, ESOPs, or conversions. For private placements, the subscription money legally cannot be used until PAS-3 is filed, so this deadline carries a cash-flow consequence, not just a penalty risk.

The exact requirements can differ depending on whether the shares are issued through a rights issue, private placement, preferential issue or another permitted method.

4. Increase in Authorised Share Capital

If a company wants to increase its authorised share capital, it must follow the applicable approval process and file Form SH-7 with the ROC.

The company may need to: –

1.    Check its Articles of Association.
2.    Obtain Board approval.
3.    Obtain shareholder approval where required.
4.    Alter the authorised share capital.
5.    File SH-7 within the prescribed period.
6.    Pay applicable government fees and stamp duty.

SH-7 is generally required within 30 days of the alteration of share capital.

5. Change in Registered Office

Changing the registered office is another important event-based compliance. The applicable process depends on the nature of the change. A company may move its registered office: –

• Within the same local limits
• Within the same ROC jurisdiction
• From one ROC jurisdiction to another
• From one state to another

Form INC-22 is commonly used to report a change in the registered office. Additional approvals or forms may apply for certain types of shifts, particularly where the move involves a different ROC jurisdiction or state.

This must be filed within 15 days of the change, not 30, which is a common confusion since most other event-based forms use the 30-day window. Where the move crosses ROC jurisdictions or states, INC-22 follows only after Regional Director approval, and that approval process itself can take several weeks.

6. Creation or Modification of Charge

When a company obtains a secured loan and creates a charge over its assets, the charge may need to be registered with the ROC. Form CHG-1 is generally used for creation or modification of a charge.

This may arise in connection with: –

• Bank loans
• Term loans
• Working capital facilities
• Other secured borrowings

The applicable filing is normally required within the statutory period, commonly 30 days, subject to the applicable law and permitted extensions.

If missed, CHG-1 can still be filed up to 60 days with additional fees, or up to 120 days total with higher ad valorem fees. Beyond that, the company must apply to the Central Government for condonation of delay, a materially longer and costlier process, and one that can complicate loan disbursement in the interim.

CHG-1 covers most charges, but CHG-9 is used specifically for charges relating to debentures or rectification of charge particulars.

7. Satisfaction of Charge After Loan Repayment

Event-based compliance can also arise when a secured loan is repaid. Once a registered charge has been fully satisfied, the company should update its ROC records. Form CHG-4 is generally used to report satisfaction of a registered charge.

This ensures that the company’s MCA records accurately reflect its current secured borrowing position.

8. Filing of Specified Board and Shareholder Resolutions

Certain resolutions and agreements are required to be filed with the ROC under Section 117 of the Companies Act, 2013. Where applicable, the company files Form MGT-14.

However, not every Board resolution automatically requires MGT-14. The requirement depends on the nature of the resolution, the applicable legal provision and exemptions available to the company. This distinction is particularly important for Private Limited Companies.

9. Change in Company Name

A Private Limited Company changing its legal name must follow the prescribed approval process. Depending on the circumstances, the process may involve:

• Name reservation
• Board approval
• Shareholder approval
• Filing of prescribed forms
• Approval from the competent authority, where applicable
• Updating statutory records

INC-24 is generally associated with obtaining approval for a company name change where such approval is required. After the change, the company should also review its PAN, GST registration, bank records, licences, contracts and other registrations and update them wherever necessary.

10. Change in Objects of the Company

A company may expand into a business activity that is not adequately covered by its existing objects. In such cases, it may need to alter its Memorandum of Association. This generally involves the required Board and shareholder approvals and prescribed filings, including MGT-14 where applicable.

Before making the change, the company should also check whether the proposed business requires separate licences, registrations or sector-specific approvals.

11. Significant Beneficial Ownership Compliance

Changes in significant beneficial ownership can also trigger event-based compliance. Where an individual qualifies as a Significant Beneficial Owner (SBO), the company may need to obtain the required declaration and file BEN-2 with the ROC within the applicable timeline.

Practically, this works in two steps: the SBO first files a declaration in Form BEN-1 with the company, and the company then files BEN-2 with the ROC within 30 days of receiving that declaration. This requires examining ownership, voting rights and control rather than simply looking at the person’s name in the register of members.

12. Appointment or Resignation of Statutory Auditor

Changes involving the statutory auditor can also create event-based compliance. For example, the resignation of an auditor creates statutory responsibilities for the auditor and company. Appointment of an auditor in certain circumstances may also require prescribed filings.

ADT-1 is associated with the company’s filing for auditor appointment in applicable situations, while ADT-3 is filed by a resigning auditor.

ADT-1 must generally be filed within 15 days of the auditor’s appointment. On resignation, the outgoing auditor (not the company) files ADT-3, within 30 days of resignation. The exact requirement depends on the circumstances, such as appointment at incorporation, appointment at an AGM or appointment due to a casual vacancy.

Removing an auditor before their term ends is different again; it requires Central Government approval via Form ADT-2, in addition to a special resolution, and cannot be done by board decision alone.

13. Form INC-20A: Declaration of Commencement of Business

Declaration of Commencement of Business is one of the most commonly missed event-based filings, and it’s completely absent from your list. Every company with share capital incorporated after 2 November 2018 must file this within 180 days of incorporation, confirming subscription money has been received, before it can borrow, allot shares, or start business. Penalty for missing it: Rs. 50,000 on the company plus Rs. 1,000/day on every officer in default, and the RoC can initiate strike-off for continued non-filing.

Other Events That May Trigger Compliance

Event	Possible Compliance
Change in shareholding	Share transfer records and applicable filings
Transfer of shares	Share transfer documentation and statutory records
Buy-back of securities	SH-8 (letter of offer), SH-9 (declaration of solvency), and SH-11 (return of buy-back, filed post-completion)
Issue of preference shares	Applicable approvals and filings
Issue of debentures	Applicable corporate approvals and filings
Related-party transactions	Section 188 requirements and disclosures, where applicable
Loans, guarantees or investments	Applicable approvals and filings
Change in objects	Alteration of MOA and applicable filings
Change in company name	Name approval and prescribed filings
Beneficial ownership change	BEN-related compliance, where applicable
Conversion of company	Private to public (or reverse): INC-27, OPC to private/public: INC-6

Not every event automatically requires the same form for every company. The company’s capital structure, Articles of Association, transaction type, applicable thresholds and statutory exemptions should be checked before filing.

Conclusion

Event-based compliance for Private Limited Companies is triggered by corporate events rather than a fixed annual schedule. Changes in directors, share capital, registered office, borrowing arrangements, company name, ownership structure and other corporate matters can create additional compliance obligations. Common forms include DIR-12, PAS-3, SH-7, INC-22, CHG-1, CHG-4, MGT-14, INC-24 and BEN-2, depending on the event and applicable provisions.

The key is not to wait for the annual compliance period. Whenever a Private Limited Company plans or completes a significant corporate change, it should immediately check whether an event-based ROC filing is triggered and identify the applicable deadline. If your company is planning a change in directors, share capital, registered office, ownership or borrowing structure, professional compliance support can help identify the required approvals and filings before the deadline.

Frequently Asked Questions

1. What is event-based compliance for a Private Limited Company?

Event-based compliance refers to legal filings and approvals that become necessary when a specific corporate event occurs. Examples include appointment or resignation of directors, allotment of shares, change in registered office, increase in authorised capital and creation or satisfaction of charges.

2. Is event-based compliance mandatory for every Private Limited Company?

Whenever a company undertakes an event covered by the Companies Act, 2013 and applicable rules, it must complete the relevant compliance. However, the specific form, approval and deadline depend on the nature of the event.

3. What are the most common event-based ROC forms?

Common forms include DIR-12 for changes in directors, PAS-3 for return of allotment, SH-7 for changes in share capital, INC-22 for registered office changes, CHG-1 for creation or modification of charges, CHG-4 for satisfaction of charges and MGT-14 for specified resolutions and agreements.

4. What happens if a company misses an event-based compliance deadline?

Missing the applicable deadline can result in additional filing fees, penalties and other regulatory consequences. It may also create difficulties during future transactions, due diligence, funding or borrowing.

For charges specifically, an unregistered charge is not valid against a liquidator or other creditors, even though it remains enforceable against the company itself, making this the one event-based default with consequences beyond fees and penalties.

5. How can a Private Limited Company track event-based compliances?

The company should maintain an event-based compliance checklist and review requirements whenever there is a change in directors, shareholders, capital, registered office, borrowing, ownership or business structure. Professional advice can also help identify applicable filings before the statutory deadline.