Private Limited ROC Compliance
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Private Limited Company: ROC and Non-ROC Compliances
Private Limited Companies are among the most favored business structures for fostering growth and attracting funding. The startup boom has significantly contributed to the rise of private limited companies. While incorporating such a company has become more streamlined, promoters must grasp its compliance obligations to avoid penalties and legal actions. Below is a comprehensive guide to ROC compliances for private limited companies in India.
Why Should Private Limited Companies File ROC Compliance?
ROC compliances for private limited companies ensure transparency in business operations. Non-compliance can lead to substantial fines and penalties. Therefore, adhering to these requirements is crucial for all private limited companies.
Compliances for Private Limited Companies
Mandatory ROC Compliance for Private Limited Company: Here’s a checklist of mandatory ROC compliances under the Companies Act, 2013:
Annual General Meeting (AGM): The company must convene its AGM within specified timelines, discussing financial statements, board reports, and appointments.
Board Meetings: Conduct at least four board meetings annually, ensuring timely decision-making and governance.
Annual Return: File audited financial statements (Form AOC-4) and Annual Return (Form MGT-7) within stipulated timelines after AGM.
Statutory Registers: Maintain various registers including minutes of meetings, register of charges, and members’ register.
Director’s Interest Disclosure: Directors must disclose interests in other entities annually (Form MBP-1).
DIN KYC: Directors must file Form DIR-3 KYC annually to update Director Identification Numbers.
Certificate of Commencement of Business: File Form INC-20A within 180 days of incorporation (post-November 2018).
Incident-based ROC Compliances for Private Limited Company: Apart from regular compliances, specific events trigger additional requirements:
- Changes in Directors or Key Managerial Personnel: Notify ROC via Form DIR-12 within 30 days.
- Changes in Authorized Share Capital: Inform ROC via Form SH-7 within 30 days.
- Creation or Modification of Charge: File Form CHG-1 within 30 days.
- Satisfaction of Charge: Notify ROC via Form CHG-4 within 30 days.
- Appointment or Resignation of Auditor: File Form ADT-1 (appointment) or ADT-3 (resignation) within specified timelines.
- Shifting of Registered Office: Depending on jurisdiction changes, file Forms INC-22, MGT-14, INC-23, and INC-28 accordingly.
- Return Filing Compliances: File necessary forms like MGT-14 (return of allotment), PAS-3 (share allotment), and MSME Form for payment delays.
- Filing Agreements and Resolutions: Submit to ROC within 30 days of approval.
- Additional Place of Business: Inform ROC via Form AOC-5.
- Substantial Beneficial Ownership (SBO) Disclosure: File Form BEN-2 within 30 days.
- Return of Deposits: File Form DPT-3 annually.
Other Non-ROC Compliances: In addition to ROC obligations, private limited companies must comply with:
- Income Tax: File returns (ITR-6), conduct audits if required, and comply with TDS, TCS, and other tax obligations.
- GST: File returns as per GST regulations and comply with annual filing and audit requirements.
- Other Statutory Laws: Adhere to relevant laws based on business operations and transactions.
This comprehensive approach ensures private limited companies operate within legal frameworks, fostering growth while maintaining regulatory compliance.
FAQs
The appointment of a statutory auditor can be done for a period of 5 years or until the conclusion of the next AGM. Therefore, it is not considered part of annual compliance.
No. Unless explicitly stated by the Ministry or ROC or required by law, ROC filings and related compliances must be done online through the MCA portal.
A company can seek an extension from the ROC for filing forms by applying for it. The company must provide a valid reason for the extension, and if considered acceptable, the ROC will grant the extension.
No. The income tax audit ensures compliance with the provisions of the Income Tax Act. In contrast, the audit under the Companies Act, 2013 is known as the statutory audit of the companies.
Statutory audits under the Companies Act, 2013 are compulsory for all public and private limited companies. Even if companies incur a loss during a financial year, they must have their accounts audited.
