Compliances are something which are mandated by the law and Every Company registered under Companies Act 2013 or erstwhile Companies act 1956 have to Comply with the provisions of Law.
Non Compliances hampers the functioning of Company and defaulters often have to face penal Consequences which can be monetary or may have Imprisonment of a given term.
For a good repute of the company and to avoid Penal Consequences Companies must follow the Timelines and Comply with the provisions of the Act.
Two types of Compliances are there which are done by a Private Company.
1. Mandatory Compliances: Every Private Company have to adhere to the same irrespective of the status of Company.
2. Event based Compliances: Event based Compliances are triggered when a Company in the due Course of its business happens to undergo that specific Event. Only those Company which triggers such events make the compliances.
Article presents summary of Both Mandatory Compliances and Event based Compliances for Private Limited Company.
Mandatory Compliances for Private Company
|
S.no. |
Title |
Form |
Compliance |
|
1. |
Company Name Board | – | Every Company shall paint or affix the name and address of registered office and keep the same painted/affixed, outside every office or place in which its business is carried on, in legible letters. |
| 2. | Letter Head of Company | – | Every Company shall get its name, address of registered office, CIN, telephone and email printed on all business letters, billheads, letter papers. |
| 3. | First Board Meeting | – | First Meeting of Board of Directors is required to be held within 30 days of Incorporation of Company. Notice of BM must be sent to every director at least 7 days before the meeting. |
| 4. | Subsequent Board Meetings | – | Minimum 4 Board Meetings to be held every year with not more than 120 days gap between two meetings. In case of small company, it is sufficient to conduct only two Board Meetings. |
| 5. | Disclosure of Interest by director | MBP-1 | Every Director shall at the first Board Meeting in which he participates as a Director should disclose his concern or interest in other entities which shall include his shareholding.
|
| 6. | Issuing of Share Certificate | The Company is required to issue Share Certificates to the subscribers of memorandum within 60 days of Incorporation of Company. | |
| 7. | Resident Director | Every Company is required to appoint at least one Director who has stayed in India for a total period of not less than 182 days in the previous calendar year. | |
| 8. | Appointment of Director | DIR-2
DIR-12 |
Every person to be appointed as Director shall provide his consent in Form DIR‐2 and such consent shall be filed by the Company with ROC in Form DIR‐12, within 30 Days of appointment. |
| 9. | Qualification of Director | DIR 8 | Declaration from Director at the time of appointment or reappointment in Form DIR‐8 |
| 10. | Resignation by Director | DIR 12 | Director shall intimate his resignation to the Company, which the Company shall file with ROC in Form DIR‐12 in 30 days |
| 11. | Annual General Meeting | Every Company is required to hold an Annual General Meeting on or before 30th September every year. A 21 clear days’ notice is required to be given for the same. | |
| 12. | Alteration in MOA and AOA | very alteration of Articles and Memorandum shall be filed with Registrar together with copy of altered Articles, notice of meeting and SR within 30 days of passing Special Resolution. Every alteration made in MOA and AOA shall be noted in every copy thereof | |
| 13. | Annual Return | MGT-7 | Every company shall file its Annual Return within 60 days of holding the AGM or where no AGM is held within 60 days from the date on which the AGM should have been held.
|
| 14. | Financial Statements | E-form AOC-4 & E-form AOC-4 CFS | Company is required to file its financial statements duly adopted at the AGM of the company with the Registrar within 30 days of the date of AGM or in case financial statements are adopted in the adjourned AGM, within 30 days of the date of adjourned AGM.
|
| 15. | Certification of Annual Return | MGT-8 | The annual return filed by a listed company or a company having paid up share capital of Rs. 10 Crores or more or turnover of Rs. 50 crores or more shall be certified by a Company Secretary in Practice.
|
| 16. | Appointment of Company Secretary | ____ | Private Company having paid up share capital of Rs. 5 crores or more is required to appoint a whole time Company Secretary.
|
| 17. | Board Report’s | ____ | Directors’ Report shall be prepared in a manner which shall include all the information required under Section 134. It should be signed by the “Chairperson” authorized by the Board, and where he is not so authorized, by at least 2 Directors one of whom shall be a managing director or by the director where there is one director.
|
| 18. | Directors’ Report | Directors’ Report is to be filed covering all the information required for Small Company under Section 134 within 30 days of AGM along with Form AOC-4. It should be signed by the “Chairperson” authorized by the Board, where he is not so authorized by at least 2 Directors. | |
| 19. | Register | MGT-1 MGT-2
MGT 3 SH 2 SH 3 SH 6 SH 10 CHG 7 MBP 2 MBP 3 MBP-4 BEN 4 |
Company shall keep & maintain the following mandatory Registers:
Register of Members, Register of debenture-holders, Register and Index of Beneficial Owners Register Of Renewed and Duplicate Share Certificates Register Of Sweat Equity Shares Register Of Employees Stock Option Register Of Securities Bought Back Register Of Deposits Register of any other security holders. Register Of Charges Register Of Directors & KMPS and Their Shareholding Register Of Loans and Guarantee Register Of Investments Not Held In Its Own Name By The Company Register Of Contracts or Arrangements in Which Directors Are Interested |
| 20. | Resolution | MGT-14 | Copy of every resolution (with explanatory statement, if any) or Agreement for the specified matters to be filed with ROC in Form MGT‐14 within 30 days. |
| 21. | Minutes of Meeting | Minutes of every general meeting, Creditors, Board and Committee shall be prepared and kept within 30 days of conclusion of every meeting concerned. |
Event Based Compliances for Private Company
|
S.no. |
Title |
Form |
Compliance
|
|
1. |
Declaration of Commencement of Business | INC-20A | Within a period of 180 days of the date of incorporation of the company. |
| 2. | ACTIVE (Active Company Tagging Identities and Verification) | INC-22A | All companies registered before 31st December 2017 are required to file e-Form ACTIVE (Active Company Tagging Identities and Verification) – INC-22A on or before 25th April 2019. |
| 3. | Change in registered office | INC-22 | Within fifteen days from the date of such change |
| 4. | Change in Directors or KMP | DIR-12 | Within 30 Days of such change |
| 5. | Change of name of company | INC-24 | Within 60 days from the date of applying reservation of name in INC-1 |
| 6. | Conversion of company | INC 27 | |
| 7. | Increase in Authorized Share capital | SH-7 | Within 30 days of passing Ordinary Resolution |
| 8. | Filing of resolution and agreements | MGT-14 | Within 30 days from date of passing resolution |
| 9. | Increase in Paid up share capital (Issue of security) | PAS-3 | Within fifteen days from the date of the allotment |
| 10. | Application for KYC of Directors | DIR-3 KYC
|
On or before 30th April of immediate next Financial Year (Annual Compliance) |
| 11. | Change in secured borrowing (Creation, modification and satisfaction of charge) | CHG-1 | All types of Charges within 30 days of its creation |
| 12. | Removal of Director before Expiry | ADT-2 | Within 30 days from date of passing SR |
| 13. | Deposits taken | DPT 3 | To be filed annually by 30th June and furnish information as on 31st March of that year duly audited by auditor of the company. |
| 14. | Significant Beneficial Owner reported | BEN 2 | Company to file within 30 days of receipt of BEN 1 to ROC. |
| 15. | Condonation of Delay | CG 1 | File application for condonation of delay with CG in Form CG-1 along with the
required attachments |
(Republished with Amendments)
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