Private Limited Companies are one of the most preferred business models for driving business growth and
attracting funding. While forming a private limited company is no longer a mammoth task, understanding
compliance requirements is crucial to avoid penalties and legal complications. Below is a comprehensive list
of ROC compliances for private limited companies in India that must be adhered to.
Private limited company ROC compliances ensure transparency in company operations. To promote adherence to
these requirements, ROC has put penal provisions in place for non-compliance. Filing ROC compliance helps
companies avoid hefty fines and penalties.
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Annual General Meeting (AGM): Private limited companies must hold an AGM each financial
year. The first AGM must be held within 9 months of the financial year-end, and subsequent AGMs within 6
months. The maximum gap between two AGMs must not exceed 15 months. Key agenda items include reviewing
financial statements, board reports, auditor appointments, and director appointments.
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Board Meetings: The first board meeting must be held within 30 days of incorporation,
followed by at least 4 board meetings annually. The gap between consecutive meetings must not exceed 120
days.
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Annual Return Filing: The company must file its audited financial statements and
directors' report with the ROC using Form AOC-4 within 30 days after its AGM. Additionally, it must file
its annual return using Form MGT-7 within 60 days of the AGM.
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Statutory Registers: Companies must maintain statutory registers such as minutes of
board meetings, AGMs, registers of members, share certificates, and charges.
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Disclosure of Director’s Interest: Directors must disclose their interest in other
entities annually using Form MBP-1, during the company’s first board meeting of the year.
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DIN KYC: Directors holding a Director Identification Number (DIN) must file Form DIR-3
KYC with the ROC every financial year.
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Certificate of Commencement of Business: Companies incorporated after November 2018
must file Form INC-20A within 180 days of incorporation to obtain the certificate of commencement of
business.
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Change in Directors (Sec. 149): Any appointment, change, or resignation of directors
must be reported to the ROC using Form DIR-12 within 30 days.
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Change in Authorised Share Capital (Sec. 64): Any change in the company’s authorized
share capital must be reported using Form SH-7 within 30 days.
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Income Tax Compliance: Companies must file their income tax returns using Form ITR-6
under Section 139(1) of the Income Tax Act. Depending on turnover, companies may also be required to
have their books of accounts audited by a Chartered Accountant.
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GST Compliance: Companies must file GST returns and, based on turnover, may need to
file an annual return and comply with GST audit requirements.
