After registration, a private limited company must file INC-20A within 180 days, appoint an auditor within 30 days, hold at least four board meetings and one AGM a year, and file AOC-4, MGT-7 or MGT-7A, DIR-3 KYC and its income tax return annually. Late ROC filings attract additional fees for every day of delay.
First-year compliance
- Bank account and share money: subscribers pay for their shares into the company account.
- INC-20A: declaration of commencement of business within 180 days. Without it, the company cannot start business or borrow.
- First auditor: appointed by the board within 30 days; ADT-1 filed within 15 days of appointment.
- Share certificates: issued within 60 days of incorporation.
- Statutory registers: register of members, directors, charges and minutes set up.
Annual ROC compliance calendar
| Compliance | Due date |
|---|---|
| Board meetings | At least four a year, gap under 120 days (small and start-up companies: two, one in each half year) |
| Annual General Meeting | Within six months of financial year end (first AGM within nine months) |
| AOC-4 (financial statements) | Within 30 days of AGM |
| MGT-7 or MGT-7A (annual return) | Within 60 days of AGM |
| DIR-3 KYC | By 30 September each year for directors with a DIN |
| MSME-1 | Half-yearly, if dues to micro and small suppliers exceed 45 days |
| DPT-3 | By 30 June, reporting deposits and exempted loans |
Tax compliance
- Income tax return every year, and tax audit if turnover crosses the threshold.
- Advance tax in instalments when liability exceeds the limit.
- TDS deduction, deposit and quarterly TDS returns where applicable.
- GST returns, if registered.
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Certain changes must be reported within set time limits, commonly 30 days:
- Appointment or resignation of directors (DIR-12)
- Change of registered office (INC-22 and related forms)
- Increase in authorised capital (SH-7) and allotment of shares (PAS-3)
- Creation or satisfaction of charges on loans (CHG-1, CHG-4)
Penalties for non-compliance
ROC forms filed late attract an additional fee for each day of delay, which can quickly exceed the original fee. Directors of a company that fails to file financial statements or annual returns for three continuous financial years can be disqualified for five years, and the company may be struck off. A compliance calendar maintained from day one is far cheaper than cleaning up later.
Frequently asked questions
Is audit mandatory for a private limited company with no turnover?
Yes. Every company must appoint an auditor and get its accounts audited each year, regardless of turnover or profit. Even a company with no business must file audited financial statements in AOC-4 and its annual return with the ROC.
What happens if INC-20A is not filed?
A company that does not file INC-20A within 180 days cannot commence business or exercise borrowing powers, and faces penalties on the company and its officers. The ROC can also initiate action to strike off the company's name if it believes the company is not carrying on business.
What is the difference between MGT-7 and MGT-7A?
MGT-7A is an abridged annual return for small companies and One Person Companies. Other companies file the full MGT-7. Both are filed within 60 days of the annual general meeting, or the date it should have been held.
Do small companies get relaxed compliance?
Yes. Small companies, defined by paid-up capital and turnover limits, can hold two board meetings a year, file MGT-7A, and are exempt from preparing a cash flow statement and from auditor rotation, among other relaxations. Audit and annual filings still apply.
What is DIR-3 KYC and who must file it?
DIR-3 KYC is the annual KYC of every individual holding a DIN, due by 30 September. First-time filers use the full form with documents; later years can use a web-based verification if details are unchanged. Missing it deactivates the DIN until filed with a fee.
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