A private limited Company is a famous form of limited liability form of ownership. The minimum number of persons required to incorporate and operate a private limited company is two. There is no restriction on the minimum amount of paid up capital of the company. The Unique features of a private limited company like limited liability of the shareholders, ability to raise equity funds, separate legal entity, perpetual succession make it the most recommended type of business entity for millions of small and medium sized businesses that are family owned or professionally managed.
Mandatory ROC Compliances for a Private Limited Company
There are certain compliances that a Private Limited Company is required to carry out in its working period. Some of the compliances have been mentioned below:
1. Board Meetings: The first Board Meeting of Private Limited Company is required to be held within 30 days of its incorporation. Thereafter, a company is required to hold at least 4 board meetings in a year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board. However, One Person Companies, Small Companies, Section 8 Companies and dormant companies are required to hold only one Board meeting in each half calendar year and the gap between such two meetings shall not be less than 90 days. Meeting of the Board of Director can be called by giving a 7 days notice to the Directors. Board meetings can also be convened at a shorter notice. The quorum for a Board Meeting is 1/3rd of total strength OR 2 (Two) Directors, whichever is higher.
2. Annual General Meeting: Every company other than an OPC is required to hold an Annual General Meeting of its members for a financial year for the purpose of laying down the financials and board report, appointment of auditor, directors appointment etc. The first AGM of the company must be held within nine months of the end other financial year. Whereas the consecutive AGMs must be held within six months of the end of the financial year. However, the maximum gap between two AGMs shall not exceed Fifteen months. Annual General Meeting can be called by giving a 21 days notice to the members. AGMs can also be convened at a shorter notice.
3. Disclosure of Director’s Interest: All the directors of a company are required to give a notice of Interest in any other entity in Form MBP-1 to the company every year in its first Board Meeting.
4. Filing of Income Tax and Annual Return: Every company is required to get its accounts audited by an auditor and file its Income Tax return with the Income tax department for every financial year. The company is also required to file its audited financials and Director’s report with the ROC in Form AOC-4 within 30 days of its Annual General Meeting. Whereas, the company has to file its Annual return in form MGT-7 within 60 days of its Annual General Meeting.
5. Maintenance of Statutory Registers: A company is required to mandatorily maintain various registers like Minutes of Board Meeting, Minutes of AGM, Minutes of debenture holder meetings, Register of Charges, Register of Share Certificates, Register of Members etc.
6. Filing of Director’s Identification Number (DIN) KYC: Every person who has been allotted a DIN is required to file form DIR-3 KYC with the ROC for submitting his/her KYC details for every Financial Year. A failure to file form DIR-3 KYC will result into deactivation of DIN and a penalty of Rs 5,000/- upon late filing.
7. Certificate of Commencement of Business: This is a one-time mandatory compliance for all the companies incorporated after November 2018 to file form INC-20A for the Certificate of Commencement of Business within 180 days of incorporation of the company.
Event based ROC Compliances for for a Private Limited Company
There are various compliance and forms which are required to be filed by a private limited company to inform the ROC regarding the changes made within the Company. Some of the event-based compliances are given below with the relevant form to be filed:
| S. No. | Nature of Compliances | Section | E-Form | Description of Compliances |
| 01. | Change in Director | Section 149 | DIR-12 | Company is required to inform the ROC by filing E-Form DIR-12 within 30 days of Change in Directorship. |
| 02. | Change in Authorized Share Capital | Section 61 and 64 | SH-7 | Company is required to inform the ROC by filing E- Form SH-7 within 30 days of Change in Authorized Share Capital. |
| 03. | Return of Allotment | Section 62 | MGT-14, PAS-3 | Company is required to inform the ROC by filing MGT-14 within 30 days of passing the Special Resolution acknowledging the approval granted by the shareholders. Further the company is required to filed E-Form PAS-3 within 15 days of making the allotment of shares. |
| 04. | Creation and Modification of Charge | Section 77 | CHG-1 | Company is required to file E-Form CHG-1 within 30 days of Creation or Modification of Charge. The E-form can be filed within maximum 120 days of creation or modification of charge by paying additional fees. |
| 05. | Registration of Satisfaction of Charge | Section 82 | CHG-4 | Company shall within 30 days of Satisfaction of charge file E-Form CHG-4 to inform the ROC of satisfaction of charge. |
| 06. | Appointment of Statutory Auditor | Section 139 | ADT-1 | Company is required to file E-Form ADT-1 within 15 days of appointment of Statutory Auditor with the ROC |
| 07. | Resignation of Statutory Auditor | Section 140 | ADT-3 | Company is required to inform the ROC by filing E-Form ADT-3 within 30 days of Resignation of Auditor. |
| 08. | Shifting of Registered Office within the same city, town or village without change in the jurisdiction of ROC | Section 12 | INC-22 | Company is required to file E-Form INC-22 to inform the ROC of change in registered office of the company. |
| 09. | Shifting of Registered Office outside the same city, town or village with change in the jurisdiction of ROC | Section 12 and 13 | INC-23, INC-28, MGT-14 and INC-22 | The Company is required to file E-Form MGT-14 within 30 days of Special Resolution. Company is required to apply for Approval of RD for shifting of registered office in E-Form 23. The approval order of the RD is required to be filed within 60 days in E-Form INC-28. The Company is required to file INC-22 within 30 days of approval of RD. |
| 10. | Return for Delay in payments to MSMEs | Section 405 | Form MSME | A company is required to inform the ROC for delay in payments to MSMEs beyond 45 days by filing E-Form MSME on a half yearly basis before 30th April and 30th October every year. |
| 11. | Return of Deposits with the Company | Section 73 | DPT-3 | Company is required to File Return of Deposits and money not considered as deposits in E-Form DPT-3 with the ROC before 30th June for every financial year ending on 31st March. |
| 12. | Filing of Resolutions and Agreements with ROC | Section 117 and Section 179 | MGT-14 | A company is required to file various resolutions and agreements with the ROC by filing E-Form MGT-14. (Note: Refer to the notification dated 05/06/2015 for the Exemptions in filing of E-Form MGT-14) |
| 13. | Additional place other than the registered office where the books of accounts and statutory registers are being kept | Section 128 | AOC-5 | A company is required to file E-Form AOC-5 within 7 days of passing the Board resolution to inform the ROC of additional place other than the registered office where the books of accounts and statutory registers are kept. |
| 14. | Disclosure of Substantial Beneficial Ownership (SBO) | Section 90 | BEN-2 | The Company is required to inform the ROC regarding the Substantial Beneficial Owners in E-Form BEN-2. |
For any further clarifications and suggestions kindly connect on 8178985151 or mail at [email protected].
Author Bio
Thank you! Can you share the recourse available for a company incorporated in 2015 and no compliance