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“Compliance is not a cost. It is an investment in trust, integrity, and long-term value.”, said Christine Lagarde, Economist & President, European Central Bank.
If you are running a business in India, it is not just about building a great brand, maintaining client relationships and scaling when required. It is also the discipline that matters. It is the way you operate your business without deviating from rules.
To keep your business legally steady, credible and by the rule book, you need to be aware of the various mandatory compliance requirements for a private limited company listed by the corporate laws, such as the Companies Act, 2013 and comply with them.
Some of the unique features of a private limited company that make it popular are its limited liability of the shareholders, separate legal entities, ability to raise equity funds and perpetual succession. It is the most recommended type of entity for small and medium-sized businesses that are family-owned or professionally managed.
What are the Compliances for a Private Limited Company?
The compliance for a private Limited company has changed drastically over the years. The statutory compliances for a private company under the Companies Act 2013 are-
1. Commencement of business
For Companies registered in India after November 2019, with a share capital, obtaining the commencement of business certificate within 180 days of incorporation of the company is mandatory.
Failing this will result in a penalty of Rs. 50000 for the company and Rs. 1000 per day for directors for each day in case of default.
2. Auditor Appointment
ADT-1- All Indian registered companies must appoint a statutory auditor within 30 days of incorporation. In case the company does not appoint one, they will not be allowed to run their business and will also incur a penalty of Rs. 300 per month.
3. Board meeting
A private limited company is required to hold a board meeting within the first 30 days of incorporation. The discussion points must include-
- Bank account opening to deposit the share capital amount received from shareholders.
- Issue of share certificates – Form SH-1 signed by a director and the Company secretary.
- Other related matters.
4. Obtainment of Registration under different laws if needed.
A private limited company must obtain registration and licences under different laws if necessary. Examples
- GST Registration
- Import Export Code
- MSME (Micro, Small and Medium Enterprises) Registration
- FSSAI Registration
- Trademark registration
- Startup India Registration
- ISO Certification
5. ROC Compliance for Private Limited Company
Coming to a fundamental question that is most frequently asked: Is ROC filing mandatory for a Pvt Ltd Company?
Yes, ROC compliance for a private limited company is mandatory. Non-compliance with ROC filing requirements can result in penalties and legal consequences for the company and its directors.
Therefore, private limited companies must ensure the timely and accurate filing of all required documents and forms with the Registrar of Companies to maintain good standing and comply with legal obligations.
What are the Mandatory Post-Incorporation Compliances for Private Limited Companies?
The following is a detailed list of post-incorporation compliance for a private limited company that is mandatory for a company from the date it is incorporated within the first few months:
- Bank Account Opening- The first step a company must take after incorporation of a name and company is to open a current bank account in the company’s name by using the incorporation certificate, PAN, MOA, etc.
- Share capital Deposit- subscribers must deposit capital within 180 days, as mentioned in the MOA, into the business account, and proof must be retained.
- Filing of Commencement of Business- Form INC-20A is a mandatory e-form that the directors of a company require to fill within 180 days of its commencement. This requires proof of capital deposit and office registration.
- Appointment of First Auditor- Within 30 days of company incorporation, an auditor is required to be appointed. File Form ADT-1 is recommended first auditor in practice; however, it is not mandatory.
- First Board Meeting- The first board meeting must be held within 30 days of incorporation, with an agenda entailing the appointment of an auditor, approval of share certificates, verification of the registered office, and disclosure of interests.
- Disclosure of Interest by Directors- company directors are required to file a mandatory notice Form MBP-1 to disclose their interest in other firms, shareholdings, or entities.
- Director Disqualification Declaration- Form DIR-8 is a declaration under India’s Companies Act, 2013, which is mandatory for a director to file annually, stating that they are not disqualified.
- Share Certificate Issuing- share certificates must be issued and signed by two company directors within 60 days of commencement.
- Statutory Register Maintenance- Statutory registers are required to be maintained from day 1, which includes the register of members, register of Directors & KMP, register of share transfers, register of charges, etc.
- Identity and Display Needs- Companies, after incorporation, must ensure that they install a name board at the registration office, CIN on letterheads, invoices, etc.
What Are the Annual ROC Compliances for a Private Limited Company?
Here are the annual ROC compliances that a private limited company must adhere to:
1. Conducting AGM
Companies must hold an AGM or Annual General Meeting once every financial year. The purpose of an AGM is essentially to discuss auditor-related, board matters, dividends, approval of financial statements, etc.
2. Financial Statements Filing
Form AOC-4 / AOC-4 XBRL are mandatory e-forms that companies need to file within 30 days of AGM. The financial statements include the balance sheet, profit & loss account, cash flow statement, notes to accounts, auditor’s report, etc.
Use Case- Tata Group companies are renowned for ethical practices and governance structures.
3. Annual Return Filing
Private companies must file the annual return within 60 days of the AGM by filing Form MGT-7 or Form MGT-7A. The forms cover an array of elements like shareholding pattern, company structure, directors & KMP, etc.
4. Director KYC
It is mandatory online compliance for Indian company directors with a DIN that is filed with the portal of the Ministry of Corporate Affairs, updating personal details by filling in Form DIR-3 KYC for first-time filers or updates, and the simpler DIR-3 KYC Web.
5. Return of Deposits
Companies need to comply with an annual Return to Deposits, which is Form DPT, that Indian companies need to file. This is to report various deposits, security deposits, loans or advances taken, etc.
6. MSME Return
Private companies need to file MSME Form 1 with the ROC to report outstanding payments they have with MSME vendors that go beyond 45 days.
7. Auditor Appointment
A mandatory e-form ADT1 to report to Roc regarding the appointment, reappointment of a company’s auditor and is required to be filed within 15 days.
Annual Compliance Checklist for a Private Limited Company
The latest development in compliance for private limited companies is transitioning to the MCA V3 portal, introducing a slew of smart compliance requirements like geotagging of registered offices, Demat shares, and accentuated POSH reporting.
1. ROC / MCA Annual Compliances (Companies Act, 2013)
| Sl. No. | Compliance | Form | Frequency | Due Date |
| 1 | Hold Annual General Meeting (AGM) | — | Annual | By 30 Sept |
| 2 | Filing of Financial Statements | AOC-4 / XBRL | Annual | Within 30 days of AGM |
| 3 | Filing of Annual Return | MGT-7 / 7A | Annual | Within 60 days of AGM |
| 4 | Director KYC | DIR-3 KYC / Web-KYC | Annual | 30 Sept |
| 5 | Return of Deposits | DPT-3 | Annual | 30 June |
| 6 | MSME Outstanding Dues (if applicable) | MSME-1 | Half-yearly | 30 Apr & 30 Oct |
| 7 | Auditor Appointment / Re-appointment filing | ADT-1 | As applicable | 15 days from AGM |
| 8 | Maintenance of Statutory Registers & Minutes | — | Ongoing | Throughout year |
2. Income Tax Compliances
| Sl. No. | Compliance | Form | Frequency | Due Date |
| 1 | Company Income Tax Return | ITR-6 | Annual | 31 Oct (Audit case) / 31 Jul |
| 2 | Tax Audit Report (if applicable) | 3CA/3CB-3CD | Annual | 30 Sept (typical) |
| 3 | Advance Tax | — | Quarterly | 15 Jun • 15 Sep • 15 Dec • 15 Mar |
| 4 | TDS Payment | — | Monthly | 7th of next month |
| 5 | TDS Returns | 24Q / 26Q | Quarterly | 31 Jul • 31 Oct • 31 Jan • 31 May |
3. GST Compliances (If Registered)
| Sl. No. | Compliance | Form | Frequency | Due Date |
| 1 | Sales Return | GSTR-1 | Monthly / Quarterly | As per the scheme |
| 2 | Summary Return | GSTR-3B | Monthly / Quarterly | As per the scheme |
| 3 | Annual GST Return | GSTR-9 | Annual | 31 Dec (next FY) |
| 4 | GST Audit (if applicable) | — | Annual | As notified |
4. Labour Law & Payroll Compliance
| Sl. No. | Compliance | Return / Activity | Frequency |
| 1 | PF contribution & filing | ECR | Monthly |
| 2 | ESIC filing | — | Monthly |
| 3 | Professional Tax | — | Monthly / Annual (State-wise) |
| 4 | Shops & Establishment | — | As per State rules |
| 5 | Gratuity & Labour Welfare | — | As applicable |
5. FEMA & Other Compliances
| Sl. No. | Compliance | Form | When Required |
| 1 | Foreign Investment Reporting | FC-GPR / FC-TRS | Event-based |
| 2 | External Commercial Borrowings | ECB Returns | Annual/periodic |
What Is the Annual Compliance Calendar for a Private Limited Company?
The annual compliance calendar of a private limited company is essentially the significant filings by companies with the ROC and the Income Tax(IT) department. Let us check out the structure of a compliance calendar:
| Month | Compliance | Form / Return | Description | Due Date |
| January | TDS Payment | — | Deposit TDS deducted in Dec | 7 Jan |
| TDS Return (Q3) | 24Q / 26Q | Oct–Dec quarter filing | 31 Jan | |
| GST Returns (if monthly) | GSTR-1 / 3B | Monthly GST filing | As per the scheme | |
| February | TDS Payment | — | Deposit TDS deducted in Jan | 7 Feb |
| GST Monthly Returns | GSTR-1 / 3B | If applicable | As per the scheme | |
| March | TDS Payment | — | Deposit TDS deducted in Feb | 7 Mar |
| Advance Tax (4th Instalment) | — | Final advance tax payment | 15 Mar | |
| GST Monthly Returns | GSTR-1 / 3B | If applicable | As per the scheme | |
| April | TDS Payment | — | Deposit TDS deducted in Mar | 7 Apr |
| MSME Outstanding Return (H2) | MSME-1 | For the Oct–Mar period | 30 Apr | |
| GST Returns | GSTR-1 / 3B | Monthly / Quarterly | As applicable | |
| May | TDS Return (Q4) | 24Q / 26Q | Jan–Mar filing | 31 May |
| June | Return of Deposits | DPT-3 | Annual loan/deposit reporting | 30 Jun |
| TDS Payment | — | Deposit TDS deducted in May | 7 Jun | |
| Advance Tax (1st Instalment) | — | 15% of tax liability | 15 Jun | |
| July | Income Tax Return (Non-audit) | ITR-6 | If the audit is not applicable | 31 Jul |
| TDS Return (Q1) | 24Q / 26Q | Apr–Jun | 31 Jul | |
| August | TDS Payment | — | Deposit July TDS | 7 Aug |
| September | Director KYC | DIR-3 KYC | Mandatory for all DIN holders | 30 Sep |
| Tax Audit Report (if applicable) | 3CA/3CB-3CD | Audit case filing | ~30 Sep | |
| AGM | — | Annual General Meeting | By 30 Sep | |
| October | Income Tax Return (Audit case) | ITR-6 | If audit applicable | 31 Oct |
| TDS Return (Q2) | 24Q / 26Q | Jul–Sep | 31 Oct | |
| MSME Outstanding Return (H1) | MSME-1 | For the Apr–Sep period | 30 Oct | |
| November | TDS Payment | — | Deposit Oct TDS | 7 Nov |
| December | GST Annual Return | GSTR-9 | For the previous FY | 31 Dec |
| TDS Payment | — | Deposit Nov TDS | 7 Dec | |
| Advance Tax (3rd Instalment) | — | 75% total tax by now | 15 Dec |
What Are Event-Based Compliances for a Private Limited Company?
Event-based compliances are legal obligations and statutory filings that a private company requires to comply with when there is an occurrence of corporate changes or business events. Here are some of the event-based compliances you, as a private business, should look out for:
| Sl. No. | Event / Activity | ROC Form(s) | Usual Due Date / Timeline |
| 1 | Change in Registered Office (within the same city) | INC-22 | Within 15 days |
| 2 | Change in Registered Office (outside city/state) | MGT-14, INC-23/INC-28/INC-22 | As applicable |
| 3 | Change in Company Name | INC-24 + MGT-14 | After approval |
| 4 | Change in Object Clause / MOA | MGT-14 | Within 30 days |
| 5 | Change in Articles of Association (AOA) | MGT-14 | Within 30 days |
| 6 | Increase in Authorised Share Capital | SH-7 | Within 30 days |
| 7 | Allotment of New Shares | PAS-3 | Within 15 days of allotment |
| 8 | Private Placement of Shares | PAS-4, PAS-3 | As per Section 42 timelines |
| 9 | Transfer of Shares | SH-4 (internal) | Within 60 days of transfer |
| 10 | Buy-back / Reduction of Capital | SH-8/SH-9/SH-11 + others | As prescribed |
| 11 | Creation / Modification of Charge | CHG-1 | Within 30 days |
| 12 | Satisfaction (closure) of Charge | CHG-4 | Within 30 days |
| 13 | Appointment of Director | DIR-12 | Within 30 days |
| 14 | Resignation of Director | DIR-12 | Within 30 days |
| 15 | Change in Director Designation / KMP appointment | DIR-12 | Within 30 days |
| 16 | Appointment / Re-appointment of Auditor | ADT-1 | Within 15 days of AGM |
| 17 | Resignation of Auditor | ADT-3 | Within 30 days |
| 18 | Change in Company Secretary / CFO / KMP | DIR-12 | Within 30 days |
| 19 | Related Party Transaction requiring approval | MGT-14 | Within 30 days of resolution |
| 20 | Issue of Bonus / Right Shares | PAS-3 | Within 15 days of allotment |
| 21 | Conversion of Company Type (e.g., Pvt → Public) | Various | As prescribed |
| 22 | Strike-off / Closure of Company | STK-2 | Event-based |
| 23 | Significant Beneficial Ownership Disclosure | BEN-2 | Within 30 days of BEN-1 receipt |
| 24 | Board / Shareholder Resolutions requiring filing | MGT-14 | Within 30 days |
| 25 | Change in Bank Signatory / Authorised Signatory | Internal + Bank filings | Event-based |
| 26 | Shifting of Registered Office to another ROC | INC-23/INC-28/INC-22 | As prescribed |
| 27 | Issue / Renewal of Share Certificates | SH-1 | Within 60 days of allotment |
| 28 | Acceptance of Deposit (where permitted) | DPT-1, etc. | Event-based |
What Other Statutory Compliances Apply to a Private Limited Company?
Companies must adhere to certain key statutory compliances to run smooth operations. Let us find out what they are:
1. Income Tax Compliance
Along with ROC and MCA annual filings, one significant statutory compliance for a private limited company in India is Income Tax Compliance. All private companies must file an income tax return annually, advance tax quarterly, and monthly TDS Deduction & Deposit if they pay salaries, contractors, rent, etc.
2. Indirect Tax/ GST Compliance
If registered, companies must comply with one-time GST registration, monthly GSTR-1, GSTR-9 (Annual return), and GST Reconciliation & Records.
3. Labour Law and HR Compliance
One of the most vital compliance requirements private companies with employees have to adhere to is the labour laws. They must comply with the Provident Fund (PF – EPFO), ESIC, professional tax, bonus payment, gratuity, Shops & Establishments Registration, depending on the kind of business, salary structure and employee grades.
4. POSH (Prevention of Sexual Harassment) Act
To comply with the POSH Act, companies need to form an internal Complaints Committee (ICC); it is mandatory to implement the POSH policy and spread awareness. In some states, there is also a requirement for an annual POSH return.
5. RBI and FEMA Compliance
This kind of compliance involves adherence to RBI regulations under the 1999 Foreign Exchange Management Act. This requires robust documentation and timely reporting, ensuring seamless operations and preventing penalty-like situations.
What Are the Penalties for Non-Compliance of a Private Limited Company?
Companies violating any specific regulation under the Companies Act, 2013, will have to pay heavy penalties. Here are some of the non-compliance penalties:
| Non-Compliance Type | Penalty for the Company | Penalty for Directors/Officers | Consequences |
| Late Filing of Annual Return (Form MGT-7) | Initial penalty of ₹10,000, plus ₹100 per day of delay (max ₹2,00,000). | Initial penalty of ₹10,000, plus ₹100 per day of delay (max ₹50,000 per officer). | Directors can be disqualified if returns are not filed for three consecutive financial years. |
| Late Filing of Financial Statements (Form AOC-4) | Initial penalty of ₹10,000, plus ₹100 per day of delay (max ₹2,00,000). | Initial penalty of ₹10,000, plus ₹100 per day of delay (max ₹50,000 per officer). | The company may be classified as “inactive” after two consecutive years of non-filing, leading to potential freezing of bank accounts and strike-off. |
| Failure to File Commencement of Business Declaration (Form INC-20A) | ₹50,000 penalty. | ₹1,000 per day of continuing default. | The ROC can initiate strike-off proceedings. |
| Non-Filing of DIR-3 KYC | Not applicable directly | ₹5,000 fine per director for late filing. | The Director Identification Number (DIN) gets deactivated. |
| Failure to Hold AGM | Fine up to ₹1,00,000, with a further fine of ₹5,000 per day for continuing default. | Fine up to ₹1,00,000, with a further fine of ₹5,000 per day for continuing default. | |
| Failure to Maintain Statutory Registers | Fine of ₹50,000 (max ₹3,00,000) and a further fine of ₹1,000 per day for continuing failure. | Fine of ₹50,000 (max ₹1,00,000) and a further fine of ₹1,000 per day for continuing failure. |
What is a Legal Compliance Checklist for a Private Limited Company?
In adherence to the compliance for a private limited company under the Companies Act 2013, there are several forms and returns to be filed on an annual basis. The Income Tax Act 1961 is applicable, and all private limited companies must comply with the Act.
What is the Cost of Annual Compliance for a Private Limited Company?
Mandatory annual compliance cost for a private limited company can range from Rs 10,000 to Rs 30,000, depending on turnover, transactions, and types of services. Basic packages start around Rs10k-Rs15k, then there are premium services with more transactions or audit needs, etc.
Proper budgeting and planning for annual compliance expenses are important to ensure that your private limited company remains in good standing and meets all regulatory obligations.
How to Choose the Right Compliance Partner for Your Business?
Finding the perfect compliance partner for your business is a critical decision that can have a significant impact on your company’s success and legal standing. Compliance today is not just about ticking boxes; it is like a protective shield for your company. The right compliance partner can help you in safeguarding your company’s operations, goals, enabling you to focus on growth prospects.
How Can Alp Consulting Ltd Help with Private Limited Company Compliances?
Alp Consulting’s expertise and experience, and our capabilities to develop customised solutions for our clients, make us the perfect compliance partner for your business.
Our team of experts is ready to assist you with comprehensive compliance solutions across various compliance categories. We can help you with efficient tax compliance methods resulting in accurate and authentic reporting. We can help your organisation with designing a robust compliance governance and tracking structure, providing an investor-ready compliance.
With our 30 years of HR compliance discipline experience, efficient compliance domain experts, top-notch industry expertise, and transparent process, we will drive you with peace of mind.
Key Takeaways
- Compliance is not Optional, it’s Crucial.
- There are 3 Significant Compliance Phases
- Non-Compliance Leads to Heavy Penalties
- Compliance Functions Beyond ROC Filings
- Selecting the Right Compliance Partner is Important
Frequently Asked Questions
1. What is ROC compliance in a company?
ROC compliance for a private limited company refers to the various legal and regulatory requirements that the company must fulfil and report to the Registrar of Companies (ROC).
ROC is a government agency responsible for regulating and maintaining records related to companies registered in India. These compliance activities are mandated under the Companies Act, 2013, and other relevant laws. ROC compliance is essential to ensure the legal and operational integrity of the company and to maintain its good standing with the regulatory authorities.
2. How much does ROC compliance cost?
The cost of ROC (Registrar of Companies) compliance for a private limited company in India can vary based on several factors, including the size of the company, the scope of compliance activities, the complexity of operations, and the specific services you choose to handle the compliance process. The general pricing starts from Rs . 4000.
3. Why is it mandatory to get a Private Limited Company audited?
Yes, a Private Limited Company in India must get its financial statements audited by a qualified Chartered Accountant (CA) each fiscal year. This requirement is outlined in the Companies Act, 2013, and applies to all private limited companies, regardless of their size or turnover. The audit ensures transparency, accuracy, and compliance with financial reporting standards.
4. Can I run a small business without registering?
You can operate a small business without formally registering a legal entity, such as a company or corporation. It is often called a sole proprietorship. However, you need to consider certain legal implications associated with it, like legal identity, liability, Tax implications, Lack of credibility, Limited growth, Registration requirements, etc.
5. Why is it necessary to conduct AGM?
It is necessary for companies, including private limited companies, to conduct Annual General Meetings (AGMs) as mandated by the Companies Act, 2013, in India. It provides a platform for shareholders and management to discuss important matters related to the company’s performance, financial position, and future direction.
6. Is compliance mandatory every year?
Many compliance requirements are mandatory every year for certain businesses and enterprises.
7. What happens if the ROC filing is delayed?
ROC filing delays will result in heavy penalties, disqualification of directors, loss of company credibility, etc.
8. Are startups exempt from any compliance?
Certain distinguished startups in India get compliance exemptions from specific labour laws for three years.
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Hariharan Iyer
Hariharan Iyer is the Vice President – Operations at ALP Consulting, bringing over 40+ years of experience in HR outsourcing and labour law compliance. He leads end-to-end HRO operations, ensuring process efficiency, statutory compliance, and seamless service delivery for clients across industries. With a strong background in labour law governance and workforce management, Hariharan plays a key role in driving operational excellence and compliance-led HR solutions at ALP Consulting.
