Key takeaways
- Every private limited company needs a statutory audit, an AGM and two annual ROC filings (AOC-4 and MGT-7 or MGT-7A), whatever its turnover.
- Late ROC filings attract additional fees of ₹100 per day per form, and repeated defaults can disqualify directors.
- Events such as new directors, share allotments, loans secured by charges and office moves need their own filings within set deadlines.
- Small companies get relief, including fewer board meetings and a shorter annual return, but not exemption from the audit.
Registering a company is the easy part. Keeping it compliant every year is where most founders slip, often because nobody told them what is due. This private limited company compliance checklist covers the first year, the annual cycle and the event-based filings, with deadlines in one place.
The dates below assume a financial year ending 31 March and an AGM held on the last permitted day. If you hold your AGM earlier, the related deadlines move earlier too.
First-year compliance
- Bank account and share capital: open the account and receive subscription money from shareholders.
- First board meeting within 30 days of incorporation.
- Appoint the first auditor within 30 days of incorporation.
- Share certificates to subscribers within two months of incorporation.
- Commencement of business (INC-20A) within 180 days, confirming shareholders have paid for their shares.
- Statutory registers: members, directors, charges and others, kept from day one.
- Disclosure of interest (MBP-1) and declarations of non-disqualification (DIR-8) from directors at the first meeting.
The annual compliance calendar
| Compliance | Form | Due date |
|---|---|---|
| Board meetings | Minutes | At least 4 a year, gap no more than 120 days |
| Half-yearly return of dues to MSMEs | MSME-1 | 30 April and 31 October, if applicable |
| Return of deposits and outstanding loans | DPT-3 | 30 June |
| Director KYC, for directors due this cycle | DIR-3 KYC | 30 June |
| Statutory audit of financial statements | Auditor's report | Before the AGM |
| Annual general meeting | Notice and minutes | Within 6 months of year-end (usually 30 September) |
| Auditor appointment or reappointment | ADT-1 | Within 15 days of the AGM |
| Financial statements | AOC-4 | Within 30 days of the AGM |
| Annual return | MGT-7 or MGT-7A | Within 60 days of the AGM |
| Income tax return | ITR-6 | 31 October, unless extended |
Our compliance calendar shows these dates alongside GST and TDS deadlines.
Tax compliance that runs alongside
- GST returns monthly or quarterly, and the annual return above the threshold.
- TDS deposited by the 7th of each month and returns filed quarterly.
- Advance tax in four instalments by 15 June, 15 September, 15 December and 15 March.
- Tax audit report by 30 September where turnover crosses the limit.
- PF, ESI and professional tax once you have employees.
Event-based filings
| Event | Form | Deadline |
|---|---|---|
| Director appointed, resigns or changes designation | DIR-12 | 30 days |
| Shares allotted | PAS-3 | 30 days of allotment |
| Authorised capital increased | SH-7 | 30 days |
| Registered office changed | INC-22 (and others when moving between states or ROCs) | 15 to 30 days |
| Special resolutions and certain board resolutions | MGT-14 | 30 days |
| Loan secured by a charge created, modified or repaid | CHG-1 or CHG-4 | 30 days |
| Change in significant beneficial owners | BEN-2 | 30 days |
A sample year for a small private company
| Month | What typically happens |
|---|---|
| April | Year-end closing of books; MSME-1 for October to March if applicable; first board meeting of the year with directors' disclosures |
| May to June | Accounts finalised and audit begins; DPT-3 by 30 June; DIR-3 KYC for directors due this cycle; first advance tax instalment |
| July to August | Board meeting to approve audited accounts and the directors' report; AGM notice sent |
| September | AGM held by 30 September; tax audit report if applicable; second advance tax instalment |
| October | ADT-1 and AOC-4 filed; income tax return by 31 October; MSME-1 for April to September |
| November | MGT-7 or MGT-7A filed within 60 days of the AGM |
| December to March | Third board meeting and fourth advance tax instalments; GST annual return by 31 December if applicable; plan year-end |
GST, TDS, PF and ESI run monthly in the background throughout the year.
Records every company must keep
- Register of members, directors and key managerial personnel, charges, and loans and investments
- Minutes of board and general meetings, signed within 30 days
- Books of account for at least eight years
- Copies of all filings, auditor reports and statutory certificates
Relief for small companies
A small company (paid-up capital and turnover within the notified limits) can hold just two board meetings a year, files the shorter MGT-7A annual return, doesn't need a cash flow statement, and has lower filing fees in some cases. The statutory audit still applies.
What happens if you fall behind
- Additional fees of ₹100 per day per form, with no maximum.
- Penalties on the company and officers in default.
- Directors disqualified for five years if financial statements or annual returns aren't filed for three continuous years.
- The Registrar can strike off a company that isn't carrying on business or filing returns.
Behind on filings? It is usually cheaper to regularise now than to wait. We prepare the pending forms, calculate the fees, and then keep you on schedule.
Forms are filed on the MCA portal. Our annual company compliance service handles the full cycle, and if you are still setting up, read our guide to private limited company registration.
Frequently asked questions
Is compliance required if the company had no business this year?
Yes. A company with no transactions must still hold board meetings and an AGM, get its accounts audited and file AOC-4, MGT-7 or MGT-7A and its income tax return. If you don't plan to restart, consider closing the company.
What is the penalty for late AOC-4 or MGT-7?
An additional fee of ₹100 per day for each form, with no upper limit, plus possible penalties on the company and officers. Non-filing for three years can disqualify directors.
How many board meetings must a private company hold?
At least four a year, with no more than 120 days between two meetings. Small companies and OPCs need at least one in each half of the year, at least 90 days apart.
How often must directors file DIR-3 KYC?
From 2026, DIR-3 KYC is filed once every three years, by 30 June of the year it falls due. Directors must also update the MCA when their contact details change.