The Registrar of Companies (ROC) is a government body that keeps track of all companies registered in India. It mandates certain compliances that every registered company needs to adhere to, often leading to a complex compliance landscape. This guide aims to simplify this process by presenting a detailed list of ROC compliances, their purposes, and their respective deadlines.
ROC compliances are broadly categorized into two segments: Mandatory ROC Compliances and Event-based ROC Compliances. Mandatory compliances such as MBP-1 and AOC-4 relate to annual disclosure of director’s interest and submission of audited financials respectively. Event-based compliances like DIR-12 and SH-7, on the other hand, are triggered by specific company events like change in directorship or authorized share capital.
Each compliance comes with its specific filing due dates. For instance, DIR-3 KYC, which involves filing of the Director’s Identification Number (DIN) KYC, is required every financial year, while INC-20A, the certificate of commencement of business, must be filed within 180 days of the incorporation of the company.
| FORM NAME | DUE DATE OF FILING | PURPOSE |
|
Mandatory ROC Compliances |
||
| MBP-1 | Every year at its first Board Meeting. | Disclosure of the Director’s Interest |
| AOC-4 | Within 30 days of its Annual General Meeting | Audited financials and Director’s report |
| MGT-7 | Within 60 days of its Annual General Meeting | Annual return |
| DIR-3 KYC | Every Financial Year | Filing of the Director’s Identification Number (DIN) KYC |
| INC-20A | Within 180 days of the incorporation of the company. | Certificate of Commencement of Business |
|
Event-based ROC Compliances |
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| DIR-12 | Within 30 days of a change in Directorship | Change in Director |
| SH-7 | Within 30 days of a change in Authorized Share Capital. | Change in Authorized Share Capital |
| MGT-14, PAS-3 | MGT-14 within 30 days of passing the Special Resolution acknowledging the approval granted by the shareholders. Further, the company is required to file E-Form PAS-3 within 15 days of making the allotment of shares. | Return of Allotment |
| CHG-1 | Within 30 days of the creation or Modification of the charge | Creation and Modification of Charge |
| CHG-4 | Within 30 days of satisfaction, charge | Registration of Satisfaction of Charge |
| ADT-1 | Within 15 days of the appointment of the statutory auditor with the ROC | Appointment of a Statutory Auditor |
| ADT-3 | Within 30 days of the resignation of the auditor. | Resignation of the Statutory Auditor |
| INC-22 | Inform the ROC of any change in the registered office of the company. | Shifting of Registered Office within the same city, town, or village without change in the jurisdiction of ROC |
| INC-23, INC-28, MGT-14, and INC-22 | The Company is required to file E-Form MGT-14 within 30 days of the special resolution. The company is required to apply for Approval from the RD for the shifting of its registered office in E-Form 23. The approval order of the RD is required to be filed within 60 days on E-Form INC-28. The Company is required to file INC-22 within 30 days of RD’s approval. | Shifting of the registered office outside the same city, town, or village with a change in the jurisdiction of the ROC |
| DPT-3 | With the ROC before June 30th for every financial year ending on March 31st. | Return of Deposits with the Company |
| MGT-14 | A Company is required to file various resolutions and agreements with the ROC by filing E-Form MGT-14. | Filing of Resolutions and Agreements with the ROC |
| AOC-5 | Within 7 days of passing the Board resolution to inform the ROC | Additional places other than the registered office where the books of accounts and statutory registers are being kept |
| BEN-2 | The company is required to inform the ROC regarding the Substantial Beneficial Owners in E-Form BEN-2. | Disclosure of Substantial Beneficial Ownership (SBO) |
| GNL-2 | Within 30 days from the event date | File certain documents with the Registrar of Companies. |
Conclusion: Meeting ROC compliance is crucial to ensure the smooth running of your company and to avoid penalties associated with non-compliance. As such, understanding the ROC compliance list, its purpose, and the deadlines is of utmost importance. By keeping abreast of these compliance guidelines and adhering to the stipulated timelines, businesses can focus on their core objectives, secure in the knowledge that they are operating within the regulatory requirements.
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Disclaimer: The entire contents of this document have been prepared based on relevant provisions/regulations available at the public domain at the time of preparation. All care has been taken to ensure the accuracy, completeness, and reliability of the information provided. I assume no responsibility, therefore. Users of this information are required to refer the existing provisions/regulations of applicable Laws before drawing any conclusion.
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