Private Limited Company Compliance

Private Limited Company Compliance in India: ROC Checklist and Due Dates 2026

Private Limited Company compliance in India begins immediately after incorporation and continues throughout the life of the company. Every registered company must comply with applicable requirements under the Companies Act, 2013, income-tax law, GST law and other relevant legislation.

The main annual ROC compliances include preparation and audit of financial statements, holding the Annual General Meeting (AGM), filing Form AOC-4 and filing the annual return in Form MGT-7 or MGT-7A. Additional requirements may include DPT-3, MSME-1, Director KYC, dematerialisation compliance and event-based MCA filings.

Importantly, mandatory ROC compliance may continue even where a company has no turnover, no profits or limited business activity.

This comprehensive compliance checklist explains the requirements, responsible persons, statutory forms, key deadlines and practical compliance procedures for Private Limited Companies in India.

If you are planning to incorporate a business, explore our Company Registration Services in India or dedicated Private Limited Company Registration service.

Need professional assistance with ROC filings? Call +91 98992 17778, contact us on WhatsApp, or email anil@ezybizindia.in.

What Is Private Limited Company Compliance in India?

Meaning of ROC and Statutory Compliance

ROC compliance refers to the statutory filings, corporate records, meetings, disclosures and governance requirements that companies must fulfil under the Companies Act, 2013 and applicable rules.

The Registrar of Companies (ROC) functions under the Ministry of Corporate Affairs (MCA) and administers prescribed corporate filings and company records.

Official company forms, legislation and filing services are available through the Ministry of Corporate Affairs.

Different Categories of Company Compliance

Private Limited Company compliance can be divided into four broad categories:

• Post-incorporation: First auditor, Board meeting, commencement declaration and share certificates.
• Annual ROC compliance: Board meetings, AGM, financial statements, audit and annual returns.
• Event-based compliance: Changes in directors, shareholders, share capital, office address and other corporate particulars.
• Tax and operational compliance: Income-tax returns, GST, TDS, payroll and other applicable registrations.

Does Every Private Limited Company Need Compliance?

Yes. A Private Limited Company generally remains subject to annual statutory compliance even when turnover is nil, business activity is limited or the company has incurred losses.

However, the exact obligations vary according to the company’s size, legal status, transactions, ownership and statutory exemptions.

Private Limited Company Compliance Checklist at a Glance

Post-Incorporation Compliance Checklist

Annual ROC Compliance Checklist

Conditional and Event-Based Filing Checklist

Depending on applicability, additional filings include:

• DPT-3 for prescribed deposit and outstanding receipt disclosures.
• MSME-1 for reportable delays in payments to micro or small enterprises.
• PAS-6 for prescribed reconciliation of share capital.
• BEN-2 for significant beneficial ownership reporting.
• DIR-12 for prescribed director-related changes.
• PAS-3 for return of allotment.
• INC-22 for registered office changes.
• CHG-1 or other charge-related forms, where applicable.
• MGT-14 for resolutions requiring filing.

These forms are not necessarily mandatory for every company each year. Applicability must be determined individually.

Post-Incorporation Compliance for Private Limited Company

First Board Meeting and Auditor Appointment

The first Board Meeting is generally required within 30 days of incorporation.

Typical agenda items include taking note of incorporation, registered office particulars, banking arrangements, directors’ disclosures, share subscription and the appointment of the first auditor.

Under Section 139(6), the Board of a non-Government company generally appoints its first auditor within 30 days of registration. If the Board fails to do so, the prescribed member-appointment procedure applies.

The first auditor normally holds office until the conclusion of the first AGM, subject to applicable provisions.

Commencement of Business and INC-20A

A company having share capital and covered by Section 10A is generally required to file Form INC-20A within 180 days from incorporation.

Among other requirements, the declaration confirms receipt of the value of shares agreed to be taken by subscribers to the Memorandum.

Failure to fulfil commencement requirements can result in statutory consequences and restrictions on commencing business or exercising borrowing powers.

Share Certificates, Registers and Registered Office

Companies must maintain appropriate records of share allotments, membership and ownership.

Share certificates or dematerialised securities records must be handled according to the applicable company-law framework.

The company must also comply with registered office verification and communication requirements. Additional ROC filings may be required if the office address changes.

For incorporation procedures, read our New Company Registration Procedure in India.

Board Meetings and Corporate Governance Requirements

Minimum Board Meetings in a Financial Year

A standard Private Limited Company generally requires at least four Board Meetings each year, with no more than 120 days between consecutive meetings.

Specified categories of companies, including qualifying small companies, may follow relaxed meeting requirements.

The company should maintain notices, agendas, attendance records, minutes and supporting resolutions.

Disclosure of Interest by Directors – MBP-1

Directors are required to disclose relevant interests in companies, firms, bodies corporate and other entities in the prescribed manner.

Form MBP-1 is generally obtained at the first Board Meeting in which a director participates, at the first Board Meeting of each financial year and when previously disclosed interests change.

Proper disclosure helps identify and manage conflicts of interest and related-party transactions.

Director Eligibility and Annual Declarations

The company should obtain applicable declarations concerning directors’ eligibility, disqualification status, interests and other statutory matters.

Form DIR-8 and other relevant documentation may be required depending on the applicable provisions.

The company should maintain these records even when they do not require annual filing with the ROC.

Annual General Meeting and Annual Return Compliance

Annual General Meeting – AGM

A Private Limited Company is generally required to hold an AGM annually, subject to statutory exceptions such as the OPC framework.

For a financial year ending 31 March, the AGM is generally required within six months of the financial year-end, ordinarily by 30 September.

The first AGM has a special timeline of nine months from the close of the first financial year. Other requirements under Section 96 must also be considered.

Annual Return – Form MGT-7 and MGT-7A

Companies are required to file the prescribed annual return with the ROC.

The applicable form is generally:

• MGT-7: Standard annual return for companies to which it applies.
• MGT-7A: Abridged annual return for eligible small companies and OPCs.

The filing deadline is ordinarily within 60 days of the AGM, subject to applicable statutory provisions and extensions.

Statutory Registers and Annual Corporate Records

Companies must maintain applicable statutory registers and records relating to members, directors, key managerial personnel, charges, contracts, share capital and prescribed corporate matters.

Meeting notices, minutes, resolutions and supporting disclosures should be organised and preserved for inspection and statutory purposes.

Financial Statements, Audit and ROC Form AOC-4

Preparation of Annual Financial Statements

Every Private Limited Company must prepare financial statements in accordance with the applicable company-law and accounting requirements.

Depending on applicability, these include the Balance Sheet, Statement of Profit and Loss, notes, and other prescribed financial statements.

Companies using accounting software must also assess compliance with applicable audit-trail and accounting-record requirements.

Mandatory Statutory Audit

A Private Limited Company generally requires an annual statutory audit under the Companies Act, even if it has little turnover or reports losses.

Statutory audit under company law is different from income-tax audit, which is governed by separate provisions and thresholds.

The auditor’s report and signed financial statements form important elements of annual corporate compliance.

Filing Financial Statements in Form AOC-4

Financial statements are generally filed in Form AOC-4 or an applicable variant within 30 days of the AGM.

Supporting attachments may include financial statements, the auditor’s report, Board’s report and other prescribed information.

The precise filing obligation and deadline depend on the applicable provisions and circumstances of the AGM.

For broader incorporation guidance, visit our Private Limited Company Registration page.

Small Company Compliance and ROC Exemptions in 2026

Revised Small Company Definition

Effective 1 December 2025, the prescribed small company thresholds under the Companies Act were revised to:

• Paid-up share capital not exceeding Rs. 10 crore; and
• Turnover not exceeding Rs. 100 crore.

These financial thresholds operate alongside the eligibility conditions and exclusions prescribed under Section 2(85).

Certain categories, including holding companies, subsidiary companies and Section 8 companies, are excluded from small-company status under the relevant definition.

The amendment was reported by the Ministry of Corporate Affairs through the Press Information Bureau.

Board Meeting Relaxations for Small Companies

Eligible small companies generally receive relief from the standard four-meeting requirement.

Under the applicable provisions, holding at least one Board Meeting in each half of the calendar year with a minimum gap of 90 days between the two meetings is generally sufficient.

The first-year position and specific statutory exceptions should be verified separately.

MGT-7A and Other Simplified Requirements

Eligible small companies may file the abridged annual return in Form MGT-7A and benefit from other prescribed compliance relaxations.

However, small-company status does not automatically eliminate statutory audit, financial statement filing, annual return obligations or other applicable ROC requirements.

Businesses comparing entity structures may review our Types of Company Registration in India guide.

Director KYC, DPT-3 and MSME-1 Compliance

Director KYC Under the Revised Three-Year Cycle

The Ministry of Corporate Affairs revised the regular DIN KYC compliance framework with effect from 31 March 2026.

The earlier annual filing cycle has been replaced with a regular three-year cycle, subject to the amended rules and requirements for updating relevant director particulars.

According to the ICAI clarification on Director KYC, directors who had already complied with their KYC requirements are generally covered by the revised framework, with the next regular filing due by 30 June 2028.

Companies should separately monitor changes in directors’ contact details and other particulars requiring timely updating.

Form DPT-3 – Deposits and Outstanding Receipts

Form DPT-3 is relevant to prescribed reporting of deposits and certain outstanding amounts not treated as deposits under the applicable rules.

The general annual reporting date is 30 June, subject to extensions and applicable requirements for the relevant year.

Not every receipt or liability automatically creates an identical reporting obligation. The company’s balances and exclusions must be reviewed.

Form MSME-1 – Outstanding Micro and Small Enterprise Dues

Specified companies must report qualifying outstanding dues to micro and small enterprise suppliers in Form MSME-1.

The usual half-yearly reporting cycle relates to the periods April–September and October–March, with prescribed filing dates ordinarily falling on 31 October and 30 April respectively.

Businesses should reconcile supplier classifications, invoices, acceptance dates, ageing and payment records before preparing this return.

Dematerialisation, Beneficial Ownership and Share Capital Compliance

Dematerialisation of Securities

Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules prescribes dematerialisation obligations for covered private companies, subject to applicable exemptions and transitional provisions.

Companies should assess their status, applicable implementation deadline, ISIN arrangements and securities transactions before determining their obligations.

Form PAS-6 and Share Capital Reconciliation

Where applicable, Form PAS-6 is used for prescribed reconciliation of share capital held in dematerialised form.

Applicability, reporting periods and timelines must be checked under the relevant rules, taking account of company-specific exemptions.

The filing should be supported by accurate issued capital and depository records.

Significant Beneficial Ownership – BEN-1 and BEN-2

The Companies Act and relevant rules provide for identification and reporting of significant beneficial ownership in prescribed circumstances.

Companies should assess beneficial ownership and control arrangements, obtain applicable declarations and file Form BEN-2 when required.

These obligations are particularly relevant where ownership involves layered structures, indirect holdings or arrangements involving control through other persons or entities.

Event-Based ROC Compliance for Private Limited Companies

Appointment, Resignation or Change of Directors

Changes in company directors or prescribed particulars may require Board or shareholder approvals, consent documents, disclosures and ROC filings.

Form DIR-12 is used for prescribed director-related appointments and changes, subject to the applicable filing rules and timelines.

Allotment and Transfer of Shares

New share allotments may require prescribed approvals, valuation where applicable, return of allotment in Form PAS-3 and other supporting documentation.

Transfer of existing shares involves a distinct legal procedure, including compliance with Articles of Association, stamp duty, transfer documentation and applicable dematerialisation rules.

Ordinary share transfers should not be confused with fresh allotments.

Registered Office, Share Capital and Charge Changes

Common event-based corporate changes include:

• Change in registered office.
• Alteration of authorised share capital.
• Change in company name.
• Amendment of the MOA or AOA.
• Creation, modification or satisfaction of charges.
• Prescribed resolutions requiring filing.

Forms such as INC-22, SH-7, CHG-1, CHG-4 and MGT-14 may apply according to the nature of the transaction.

For name and registered-office planning, read Company Name Reservation and Virtual Office for Company Registration.

Income Tax, TDS and Tax Audit Compliance

Corporate Income-Tax Return Filing

Private Limited Companies are generally required to file the applicable corporate income-tax return, ordinarily using the prescribed company return form.

The return must reflect accounting results, tax adjustments, applicable disclosures, brought-forward losses and other relevant tax information.

Due dates depend on the applicable tax legislation, reporting year, transfer-pricing provisions and notified extensions.

Current filing utilities and official instructions are available through the Income Tax Department.

TDS, TCS and Advance Tax Obligations

Companies must deduct or collect tax at source wherever applicable, deposit such amounts within prescribed timelines and file relevant statements.

Companies should also assess advance tax obligations and maintain records of tax payments, reconciliations and reporting.

The applicable obligations depend on the nature of payments and transactions.

Income-Tax Audit and Other Reporting Requirements

A company may have statutory audit obligations under company law regardless of whether it meets the conditions requiring a separate income-tax audit report.

Applicable tax-audit, international transaction and other reporting obligations should be evaluated separately.

For professional tax support, EzyBiz India can assist with coordinating accounting information, reconciliations, returns and relevant tax compliance.

GST, Payroll and Other Regulatory Compliance

GST Registration, Returns and Reconciliation

Where GST registration is applicable, the company must comply with relevant tax invoicing, return filing, payment and input tax credit requirements.

Common GST requirements include GSTR-1, GSTR-3B, applicable annual returns and periodic reconciliation of purchase records with available input tax credit statements.

Current procedures are available through the GST Portal.

Provident Fund, ESI and Payroll Compliance

Where applicable, payroll compliance may include provident fund, employees’ state insurance, professional tax, labour welfare fund and other statutory obligations.

Applicability depends upon the relevant legislation, employee coverage, establishment particulars and state-specific rules.

Employment-related records, contribution calculations and statutory returns should be maintained regularly.

Other Licences and Operational Registrations

Depending on the business activity, additional requirements may include Shops and Establishments registration, trade licences, import-export registration, sectoral approvals and industry-specific licences.

Company incorporation does not automatically replace these separate registrations.

For a comparison of incorporation options, visit our Company Registration in India pillar page.

Annual Compliance Calendar for Private Limited Company

ROC Filing Timeline for FY 2025–26

For a company with a financial year ending 31 March 2026, the following illustrates the normal statutory filing cycle where the AGM is held on 30 September 2026.

Important: These are general rules and illustrative dates, not a substitute for checking current MCA and tax notifications. Special extensions, first-AGM rules and company-specific requirements can affect actual deadlines.

Monthly and Quarterly Tax Compliance

Companies should maintain a separate working calendar for GST, TDS, advance tax, payroll deductions and other recurring obligations.

Monthly accounting reconciliations are recommended to reduce errors before annual statutory filings.

Annual Compliance Planning and Responsibility Matrix

An effective compliance calendar should assign responsibility for each filing.

• Directors: Governance, decisions, approvals and statutory disclosures.
• Accounting team: Books, reconciliations and financial information.
• Statutory auditor: Independent audit and statutory reporting.
• Company Secretary or ROC consultant: Applicable MCA forms and secretarial compliance support.
• Tax adviser: Tax computations, returns and other tax-related filings.

The allocation of work does not remove the directors’ statutory responsibilities.

Consequences of Non-Compliance and Late ROC Filings

Additional Filing Fees and Monetary Penalties

Delayed ROC forms may attract additional filing fees and separate penalties under the relevant provisions.

For certain annual filings, additional fees can accumulate daily. The amount must be calculated according to the applicable form and statutory rules.

Late filing may also create difficulties when seeking finance, conducting due diligence or making subsequent MCA filings.

Director Disqualification and Company Status Risks

Persistent non-filing may expose the company and its officers to statutory consequences.

In specified circumstances, prolonged defaults in filing financial statements or annual returns may trigger director-disqualification provisions.

Other non-compliance can lead to regulatory action, restrictions or proceedings, depending on the nature and severity of the default.

How to Regularise Pending ROC Compliance

Where filings are overdue, the company should first prepare a complete default register covering financial years, required forms and pending statutory records.

The next steps generally involve:

• Identifying missing filings and underlying records.
• Completing accounting and statutory audit requirements.
• Obtaining necessary Board or shareholder approvals.
• Preparing forms and supporting attachments.
• Calculating fees and potential penalties.
• Submitting pending filings in the legally appropriate order.
• Assessing any additional legal or regulatory consequences.

Professional advice should be obtained before initiating remedial filings where significant defaults exist.

Practical ROC Compliance Examples and Common Mistakes

Example: Newly Incorporated Company

Suppose a Private Limited Company is incorporated in October 2026.

It must identify applicable immediate obligations, including the first Board Meeting, appointment of the first auditor, share subscription records, registered office requirements and Form INC-20A where applicable.

Its first financial year, first AGM and annual reporting dates must be determined according to the Companies Act rather than assuming every newly incorporated company has an identical reporting calendar.

Example: Company With Nil Turnover

Suppose a Private Limited Company has no sales during a financial year.

The absence of turnover does not automatically remove the requirement to maintain books, prepare financial statements, complete statutory audit or make annual ROC filings.

The company should also review tax return requirements, pending registrations and other applicable obligations.

Common ROC Compliance Mistakes

• Assuming that annual filing is unnecessary when turnover is nil.
• Failing to file INC-20A where required.
• Missing the first auditor appointment timeline.
• Not obtaining directors’ statutory disclosures.
• Confusing ROC annual filings with income-tax returns.
• Using outdated Director KYC deadlines.
• Incorrectly applying small-company exemptions.
• Failing to assess DPT-3 and MSME-1 applicability.
• Overlooking dematerialisation requirements.
• Not updating ROC records after changes in directors or share capital.
• Failing to maintain statutory registers and corporate minutes.

Frequently Asked Questions About Private Limited Company Compliance

Is Annual ROC Filing Compulsory for Every Private Limited Company?

Yes. Annual ROC filing obligations generally continue while a company remains registered, subject to applicable statutory exceptions and special statuses.

Which are the two main annual ROC forms?
AOC-4 for financial statements and MGT-7 or MGT-7A for the annual return are among the main forms.

Does a company with nil turnover need statutory audit?
A Private Limited Company generally requires annual statutory audit even when it has little or no turnover.

Is ROC compliance separate from income-tax compliance?
Yes. ROC filings and income-tax returns arise under different statutory frameworks.

What Are the Due Dates for AOC-4, MGT-7 and Director KYC?

AOC-4 is generally due within 30 days of the AGM, while the annual return in MGT-7 or MGT-7A is generally due within 60 days of the AGM.

Director KYC operates under the revised three-year framework effective from March 2026, subject to the amended rules.

Is Form ADT-1 required every year?
No. ADT-1 applies to reportable auditor appointments and related prescribed events; it is not automatically an annual filing simply because the company undertakes an annual audit.

Is DPT-3 applicable to every company?
Its applicability depends on the nature of deposits, outstanding receipts, exclusions and relevant reporting conditions.

Is MSME-1 applicable where no qualifying amount is outstanding?
The reporting obligation depends on the prescribed conditions concerning qualifying dues to micro and small enterprises.

What Happens if a Company Misses ROC Compliance?

Late filing may result in additional fees, penalties and other regulatory consequences. Serious or continuing defaults require an assessment of the applicable legal remedies.

Can a company stop filings after it stops operating?
Not automatically. Annual requirements generally continue until an appropriate legal closure, strike-off or other recognised status takes effect.

Does a small company have reduced compliance?
Eligible small companies may receive specified relaxations, but they still have important annual filing and audit obligations.

Can professional advisers handle ROC compliance?
Yes. Professional advisers can assist with applicable filings, documentation and statutory procedures. Directors and the company remain responsible for fulfilling applicable legal obligations.

Professional ROC Compliance Services by EzyBiz India

Our Scope of Private Limited Company Compliance Services

EzyBiz India Consulting LLP provides professional support for Private Limited Company statutory and regulatory compliance.

Our services include:

• Post-incorporation compliance checklists.
• Annual ROC filing coordination.
• Preparation and filing assistance for AOC-4 and MGT-7 or MGT-7A.
• Board and shareholder meeting documentation support.
• Director KYC compliance assistance.
• Applicable DPT-3 and MSME-1 reporting.
• Event-based ROC filing support.
• Accounting and financial statement preparation.
• Coordination of statutory audit.
• Income-tax, TDS and GST compliance assistance.
• Review of overdue filings and statutory defaults.

Get Assistance With ROC Filing and Compliance

Whether your company is newly incorporated, actively operating, or managing overdue filings, our team can help assess applicable requirements and coordinate the necessary professional services.

Contact EzyBiz India Consulting LLP:
Mobile: +91 98992 17778
WhatsApp: Chat With Our Team
Email: anil@ezybizindia.in
Contact Form: Contact Us

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