Every registered business in India is required to meet a range of obligatory compliances. A private limited company is a popular type of business ownership that offers limited liability, perpetual succession, and the capacity for equity fundraising. Founders who register a private limited company often ask what they must file, and when. These obligations start on the date of incorporation and continue every year, whether or not the company is doing business.
Here’s a list of the statutory compliances stipulated by the Companies Act 2013 that a private limited company must adhere to.
Statutory Compliance for Private Limited Company
Compliance for a private limited company involves adhering to the rules, notices, and orders issued by relevant authorities. The statutory compliances for a private company according to the Companies Act 2013 include the following:
1. Inception of Business
Every company with share capital incorporated on or after 2 November 2018 must file a declaration for commencement of business in Form INC-20A within 180 days of incorporation. Before it is filed, every subscriber must have paid for the shares they agreed to take, into the company’s bank account. If the declaration is not filed, the company is liable to a penalty of ₹50,000, and every officer in default to ₹1,000 per day, up to ₹1 lakh. The ROC can also strike off the company’s name.
2. Appointment of Auditor
An appointment of a statutory auditor by all registered companies is mandatory within 30 days following incorporation. The first auditor is appointed by the Board of Directors. If the Board fails to do so, the members must appoint the first auditor at an extraordinary general meeting within 90 days. The first auditor holds office until the conclusion of the first Annual General Meeting (AGM). At that AGM, the members appoint an auditor for a term of five years, until the conclusion of the sixth AGM, and the company files Form ADT-1 with the Registrar of Companies (ROC) within 15 days of the appointment.
3. Convening of Board Meeting
Issue of share certificates to the subscribers in Form SH-1, signed by the persons authorised by the Board
- Opening of a bank account to deposit the amount of share capital raised from shareholders.
- Issue of share certificates to the subscribers in Form SH-1, signed by the persons authorised by the Board
- Other associated matters.
After the first meeting, a company must hold at least four board meetings every year, with a gap of not more than 120 days between two consecutive meetings. A small company (paid-up capital up to ₹10 crore and turnover up to ₹100 crore, since 1 December 2025) needs only two board meetings a year, one in each half of the calendar year, at least 90 days apart.
Additionally, the deliberations from the meeting must be drafted, recorded, and noted in the minutes, which are to be kept at the registered office of the Company.
Notice of every board meeting must be given in writing to every director at least seven days before the meeting.
4. Annual General Meeting (AGM)
The company should set up the first AGM within nine months after the end of its first financial year. After that, the AGM must be held every year within six months of the end of the financial year, and the gap between two AGMs must not exceed 15 months. The AGM must be held during business hours on a day that is not a national holiday, at the registered office or at another place in the city, town or village where the registered office is situated. An unlisted company may hold its AGM anywhere in India if all its members consent in advance, in writing or by electronic mode. Members, directors and the auditor must receive at least 21 clear days’ notice of the AGM.
The ordinary business of an AGM is the adoption of the financial statements and the reports of the Board and the auditors, the declaration of dividend, the appointment of directors in place of those retiring, and the appointment of auditors.
Securing Registration under different Regulations If Necessary
A private limited company must secure Registration and permissions under various regulations as needed. For instances:
- Import Export Code
- GST Registration
- FSSAI Registration
- MSME Registration
- Trademark Registration
- ISO Certification
- Startup India Registration
Line-up of Legal Requirements under ROC Compliances for Private Limited Company
In pursuance of the Compliances for a Private Limited Company under the Companies Act 2013, there are different forms and returns to be submitted on an annual basis. Every private limited company must also comply with the Income-tax Act, 2025, which replaced the Income-tax Act, 1961 from 1 April 2026.
Annual Compliance Calendar
| Compliance | Form | Due date |
| Statutory audit of accounts by a practising Chartered Accountant | Auditor’s report | Every financial year, before the AGM |
| Annual General Meeting (AGM) | – | First AGM within 9 months of the end of the first financial year; after that, within 6 months of the end of each financial year |
| Filing of financial statements (companies with paid-up capital of ₹5 crore or more or turnover of ₹100 crore or more, among others, file in XBRL format) | AOC-4 / AOC-4 XBRL | Within 30 days of the AGM |
| Annual return (small companies and One Person Companies file MGT-7A; all others file MGT-7) | MGT-7 / MGT-7A | Within 60 days of the AGM |
| Certification of the annual return by a Company Secretary in practice (companies with paid-up capital of ₹10 crore or more or turnover of ₹50 crore or more) | MGT-8 | Attached to MGT-7 |
| Appointment or re-appointment of the auditor at the AGM | ADT-1 | Within 15 days of the AGM |
| Disclosure of interest by directors | MBP-1 | First board meeting of each financial year, and whenever the disclosure changes |
| Disclosure of non-disqualification by directors | DIR-8 | Before appointment or re-appointment, and usually taken at the first board meeting of each financial year |
| Director KYC | DIR-3 KYC | Once every three years (effective 31 March 2026) |
| Return of deposits and of outstanding money or loans not treated as deposits | DPT-3 | 30 June each year |
| Outstanding payments to micro and small enterprises (where any payment is pending beyond 45 days) | MSME-1 | 31 October (for April–September) and 30 April (for October–March) |
| Income tax return of the company | 31 October | |
| Minutes of board and general meetings, as per Secretarial Standards SS-1 and SS-2 | Minutes books | Within 30 days of each meeting |
| Register of members and other statutory registers | MGT-1 and others | Kept up to date at the registered office |
Small company relief: Since 1 December 2025, a private company with paid-up capital up to ₹10 crore and turnover up to ₹100 crore is a small company. It files the shorter MGT-7A annual return, needs only two board meetings a year, and is exempt from mandatory dematerialisation of shares. A holding company or a subsidiary company cannot be a small company.
One-Time Compliances After Incorporation
| Compliance | Form | Due date |
| Opening of the company’s bank account and deposit of the share subscription money | – | Immediately after incorporation |
| First board meeting | – | Within 30 days of incorporation |
| Appointment of the first auditor by the Board | – | Within 30 days of incorporation |
| Issue of share certificates to the subscribers | SH-1 | Within 2 months of incorporation |
| Verification of registered office (only if the address was not given at incorporation) | INC-22 | Within 30 days of incorporation |
| Declaration for commencement of business | INC-20A | Within 180 days of incorporation |
Step-by-Step Annual Compliance Filing Process
For a company that follows the April–March financial year, the annual cycle runs in this order:
- 1. Prepare the financial statements. Close the books and prepare the balance sheet, the statement of profit and loss, the cash flow statement (where applicable) and the notes, as per the applicable accounting standards.
- 2. Complete the audit and hold the board meeting. The statutory auditor audits the accounts. The Board approves the financial statements and the Board’s report, and fixes the date, time and place of the AGM.
- 3. Send the AGM notice. Send the notice to every member, director and the auditor at least 21 clear days before the AGM, with copies of the financial statements, the Board’s report and the auditor’s report.
- 4. Hold the AGM. Hold it within six months of the end of the financial year, that is, by 30 September. The first AGM must be held within nine months of the end of the first financial year.
- 5. File Form AOC-4. File the audited financial statements, the Board’s report and the auditor’s report within 30 days of the AGM.
- 6. File the annual return. File Form MGT-7 or MGT-7A within 60 days of the AGM.
The company’s income tax return is due by 31 October and runs alongside these ROC filings.
Pre-AGM Checklist
Start preparing four to six weeks before the AGM, so that the audit does not delay the meeting:
- Books reconciled and the statutory audit completed
- Board resolutions passed approving the financial statements and fixing the AGM date
- Board’s report and auditor’s report ready to circulate to shareholders
- Statutory registers reconciled, including the register of members, share transfers and charges
- Tax audit applicability checked
Event-Related Compliance for Private Limited Company
In addition to the annual filings, various other compliances must be met upon the occurrence of any event within the Company.
Here are exclusive instances of such events:
- Assignment of new shares or transfer of new shares
- Giving loans to directors
- When a bank account is opened or terminated, or there is an alteration in the signatories of a bank account.
- Alteration in the paid-up capital or the authorized capital of the company.
- Offering loans to other companies
- Appointment of whole-time or managing Director and their remuneration
- If there is a change or an appointment of the statutory auditors of the company
It is essential to submit different forms to the registrar for all such events within a given period. If this is omitted, additional penalties or fees may be charged. Therefore, it is essential to meet such compliances promptly.
The main event-based filings with the ROC are:
| Event | Form | Due date |
|---|---|---|
| Allotment of new shares | PAS-3 | Within 15 days of allotment |
| Appointment, resignation or change in particulars of a director | DIR-12 | Within 30 days of the change |
| Increase in authorised share capital | SH-7 | Within 30 days of the resolution |
| Creation or modification of a charge on the company’s assets | CHG-1 | Within 30 days of creation or modification |
| Satisfaction of a charge | CHG-4 | Within 30 days of satisfaction |
| Appointment of an auditor to fill a casual vacancy | ADT-1 | Within 15 days of the appointment |
| Change of registered office | INC-22 | Within 30 days of the change |
| Significant beneficial owner (holding 10% or more) declared or changed | BEN-2 | Within 30 days of receiving Form BEN-1 |
| Special resolution passed, for example to alter the MoA or AoA | MGT-14 | Within 30 days of passing the resolution |
Non-Registrar Compliance
These regulatory liabilities do not directly engage the ROC but are needed for lawfully operating businesses. Depending upon the character of the business, its size, and the industry in which the business operates, the company can be regulated by various regulatory bodies and regulations, including:
Periodic payment of Goods and Services Tax (GST) liability, Tax Collected at Source (TCS), Professional Tax (PTax), Tax Deducted at Source (TDS), and Advance Tax.
Periodic Returns Filing:
- Quarterly TDS Returns
- Filing of Tax Audit Report
- Filing of Provident Fund (PF) returns
- Monthly/Quarterly/Annual GST Returns
- Filing of Income Tax Returns
- Filing of half-yearly Employees’ State Insurance Corporation (ESIC) returns
- Filing of professional tax (PTax) returns
- Regulatory Assessment and Reporting: Compliance with different regulatory assessments and reporting requisites under various acts of law, like the Environment Protection Act, Factory Act, and Competition Act.
Penalties for Non-Compliance
Missing a due date costs more the longer it continues:
- Late AOC-4 or MGT-7/MGT-7A: an additional fee of ₹100 per day of delay, on top of the normal filing fee. The company and its officers in default are also liable to penalties under the Companies Act, 2013.
- INC-20A not filed: a penalty of ₹50,000 on the company and ₹1,000 per day on every officer in default, up to ₹1 lakh. The ROC can also strike off the company’s name.
- DIR-3 KYC not filed: the director’s DIN is deactivated until the KYC is filed with the late fee.
- Financial statements or annual returns not filed for three consecutive financial years: the directors are disqualified for five years under Section 164(2), and the ROC can strike off the company.
- Event-based forms filed late: additional fees that increase with the length of the delay.
What to Do If You Have Missed ROC Filings
- Finalise the overdue financial statements and complete the audit.
- File all pending forms as soon as possible, because the additional fee grows every day.
- Complete any pending DIR-3 KYC and bring the statutory registers up to date.
- For serious or long-running defaults, take professional advice on compounding of offences and on any relief scheme the MCA has in force.
Wrapping Up
Annual compliance for private limited companies involves multiple layers of accountability. It demands diligent care for financial, legal, and regulatory obligations. By adhering to the checklist and appreciating the worth of various forms of compliance, private limited companies are able to assure efficient operations, legal security, and a healthy reputation within the market. Periodic compliance makes the Company immune to legal sanctions and enhances its credibility and operational effectiveness.
By following this comprehensive guide on compliance for private limited companies, business owners and financial managers can confidently navigate the challenges of compliance. It is helpful that they stay in the good book of all regulatory authorities.
In this ecosystem, Kanakkupillai offers specialized services in corporate and commercial laws, ensuring that companies stay compliant with numerous statutory and annual filings for seamless business operations and safe transactions. We provide a comprehensive roadmap for administering business payments, helping companies remain compliant while highlighting their core operations.
Frequently Asked Questions
Are compliances mandatory even if the company is not operational?
Yes. A private limited company must keep up its ROC and tax filings even if it has little or no business. The obligations continue until the company is formally closed. A company that obtains dormant status under Section 455 has reduced filings, but not nil.
Is an audit compulsory for every private limited company?
Yes. Every private limited company must get its accounts audited by a practising Chartered Accountant every year, whatever its turnover or profit. This includes newly incorporated companies with very few transactions.
Is income tax return filing necessary if the company has losses?
Yes. A company must file its income tax return even if it has made a loss or earned no revenue. Filing on time also allows the company to carry forward its losses to set off against future profits.
How many board meetings must a private limited company hold?
At least four in a year, with a gap of not more than 120 days between two meetings. A small company needs only two, one in each half of the calendar year, at least 90 days apart.
How often must directors file DIR-3 KYC?
With effect from 31 March 2026, directors file DIR-3 KYC once every three years instead of every year.
