Annual Compliance for Private Limited Company

Annual compliance for a Private Limited Company is a set of mandatory legal, financial, and tax obligations that every company registered under the Companies Act, 2013 must fulfill each financial year. Depending on the company's activities, it must also comply with the Income Tax Act, 2025, the Central Goods and Services Tax (CGST) Act, 2017, and other applicable laws. These compliance requirements apply from the date of incorporation and continue every year, regardless of the company's turnover, profitability, or business activity.

Annual compliance of a Pvt Ltd Company generally falls into four categories:

1. ROC/MCA compliances: Filing annual financial statements, annual returns, and other mandatory forms with the Registrar of Companies (ROC).
2. Secretarial compliances: Conducting Board Meetings and the Annual General Meeting (AGM), and maintaining statutory registers, minutes, and books of accounts.
3. Tax compliance: Filing Income Tax Returns (ITR), GST returns, TDS returns, and complying with other applicable tax laws.
4. Event-based compliances: Filing prescribed forms with the ROC whenever specific corporate events occur, such as appointing or resigning directors, changing the registered office, increasing authorized capital, or transferring shares.

Failure to comply can lead to significant financial consequences. For example, delayed filing of AOC-4 or MGT-7/MGT-7A attracts an additional fee of ₹100 per day per form until the default is rectified. Timely compliance helps avoid penalties and keeps your company in good standing with the Ministry of Corporate Affairs (MCA). It also strengthens your company's credibility with banks, investors, customers, and other stakeholders.

After private company registration, businesses must file annual returns and statutory forms with the ROC to comply with the Companies Act, 2013. These filings update the MCA on the company's financial position, management, and ownership.

The table below summarises the key ROC filings, their purpose, and the applicable due dates for FY 2026–27:

Note: The above due dates for AOC-4, MGT-7/MGT-7A, and ADT-1 assume the AGM is held on 30 September 2027. If the AGM is held earlier, the filing deadlines will change accordingly.

Tip: Use our MCA & ROC Fees Calculator to estimate applicable government fees and late filing charges.

In addition to ROC filings, every Private Limited Company must comply with the secretarial requirements prescribed under the Companies Act, 2013.

These compliances ensure proper corporate governance and help maintain accurate statutory records.

In addition to ROC and secretarial compliances, every Private Limited Company must meet its applicable tax obligations under the Income Tax Act, 2025, and GST laws. Depending on your business activities, these include:

1. Income Tax Return (ITR-6)

Every Private Limited Company must file Form ITR-6 every financial year, even if it has not generated any income or business activity during the year.

• Due Date (FY 2026–27): 31 October 2027
• Transfer pricing cases: 30 November 2027

2. Tax Audit (Section 44AB)

A tax audit becomes mandatory if the company exceeds the prescribed turnover limits under Section 44AB of the Income Tax Act.

• Threshold: Business turnover exceeds ₹1 crore, or ₹10 crore, where cash receipts and cash payments do not exceed 5% of total receipts and payments, respectively.
• Due Date (FY 2026–27): 30 September 2027

3. TDS Compliance

If your company deducts Tax Deducted at Source (TDS) on salaries, professional fees, rent, contractor payments, interest, or other specified payments, it must deposit the tax and file TDS returns.

• TDS payment: By the 7th of the following month (30 April for deductions made in March, except for certain cases).
• Quarterly TDS returns: Forms 24Q, 26Q, 27Q, and 27EQ, as applicable.

4. GST Compliance

If your company is registered under GST, it must file GST returns and pay GST within the prescribed due dates.

The applicable returns depend on your turnover and GST registration scheme.

5. Advance Tax

Companies must pay advance tax if their estimated tax liability for the financial year is ₹10,000 or more.

The four instalments are due on:

• 15 June
• 15 September
• 15 December
• 15 March

6. Other Applicable Tax Compliances

Depending on the nature of your business and workforce, you may also need to comply with PF, ESI, Professional Tax, Equalization Levy (where applicable), and other industry-specific tax or payroll obligations.

Unlike annual compliances, event-based compliances arise only when your company undertakes specific corporate actions. These include:

1. Director Appointment, Resignation, or Change (Form DIR-12)

Whenever your company appoints, resigns, removes, or redesignates a director, you must file Form DIR-12 with the ROC.

• Due Date: Within 30 days of the event.

2. Change in Registered Office (Form INC-22)

If your company changes its registered office address, you must notify the ROC by filing Form INC-22.

• Due Date: Within 30 days of the change.

3. Increase in Authorized Share Capital (Form SH-7)

If your company increases its authorized share capital, you must file Form SH-7 after passing the required resolution and paying the applicable stamp duty.

• Due Date: Within 30 days of passing the resolution.

4. Allotment of Shares (Form PAS-3)

Whenever your company issues or allocates new shares, you must file Form PAS-3. This applies to rights issues, preferential allotments, private placements, and other share allotments.

• Due Date: Within 30 days of the allotment.

5. Charge Creation, Modification, or Satisfaction (Forms CHG-1 & CHG-4)

If your company creates, modifies, or repays a charge on its assets in favour of a lender, you must report it to the ROC.

• Form CHG-1: Within 30 days of creating or modifying the charge.
• Form CHG-4: Within 30 days of satisfaction (repayment) of the charge.

If your company receives foreign investment or undertakes overseas transactions, you must comply with the reporting requirements under the Foreign Exchange Management Act (FEMA), 1999, and the Reserve Bank of India (RBI):

1. Form FC-GPR

File Form FC-GPR after issuing equity instruments to a non-resident investor.

• Due Date: Within 30 days of the date of share allotment.

2. Form FC-TRS

File Form FC-TRS when shares are transferred between a resident and a non-resident.

• Due Date: Within 60 days of the transfer of shares or receipt/remittance of consideration, as applicable.

3. Annual FLA Return

Companies with outstanding foreign assets or foreign liabilities, including those with Foreign Direct Investment (FDI) or Overseas Direct Investment (ODI), must file the Foreign Liabilities and Assets (FLA) Return with the RBI.

• Due Date: 15 July following the end of the financial year (15 July 2027 for FY 2026–27).

4. Overseas Investment & External Commercial Borrowings (Where Applicable)

Companies making Overseas Direct Investments (ODI) or raising External Commercial Borrowings (ECBs) must comply with the applicable FEMA and RBI reporting requirements.

• Due Date: As prescribed under the applicable RBI regulations based on the transaction.

After a Pvt Ltd Company incorporation, you must complete several one-time compliances before and shortly after commencing business. These include:

• Hold the first Board Meeting and appoint the first statutory auditor within 30 days of incorporation.
• Open a current bank account to receive the subscribers' share capital and manage company transactions.
• File Form INC-20A (Declaration for Commencement of Business) within 180 days of incorporation after receiving the subscription money.
• Issue share certificates to subscribers within 60 days of incorporation.
• Maintain statutory registers and books of accounts from the date of incorporation and update them regularly.
• Obtain applicable business registrations and licences, such as GST, Professional Tax, Shops and Establishment registration, FSSAI, IEC, and other industry-specific approvals, wherever required.

To complete annual compliance filings of a Private Company, you must maintain and provide the following documents:

• Certificate of Incorporation (COI) and Company PAN/TAN for company identification.
• Memorandum of Association (MOA) and Articles of Association (AOA) to verify the company's objectives and internal rules.
• Audited Financial Statements, including the Balance Sheet, Profit and Loss Statement, and Notes to Accounts.
• Board Meeting and AGM documents, including notices, agendas, attendance records, and minutes.
• Director details and KYC documents, including PAN, Aadhaar, DIN, and DSC details.
• Statutory registers, including registers of members, directors, shareholding, charges, and other prescribed records.
• Shareholding details and share certificate records for reporting ownership changes.
• Bank statements and transaction records for preparing financial statements and tax filings.
• Income Tax, GST, and TDS records, including previous filings and payment details, wherever applicable.
• Details of loans, investments, related-party transactions, and major company changes during the financial year.

Keeping these documents updated helps complete ROC, tax, and other statutory filings accurately and within the prescribed timelines.

Follow these steps to meet the annual compliance requirements of a Pvt Company:

1. Maintain proper books of accounts: Record all income, expenses, assets, liabilities, and business transactions throughout the financial year.
2. Prepare and audit financial statements: Prepare the Balance Sheet, Profit and Loss Statement, and other financial statements. Complete the statutory audit, if applicable, before filing annual returns.
3. Conduct Board Meetings and AGM: Hold the required Board Meetings and conduct the Annual General Meeting within the timelines prescribed under the Companies Act, 2013.
4. Maintain statutory registers and records: Update registers of members, directors, shareholding details, charges, and meeting minutes as required.
5. File ROC annual forms on time: Submit Form AOC-4 for financial statements and Form MGT-7/MGT-7A for annual returns within the prescribed due dates.
6. Complete tax and GST compliances: File ITR-6, GST returns, TDS returns, and other applicable tax filings based on the company's activities.
7. Monitor changes requiring additional filings: Report events such as director changes, share allotments, registered office changes, and foreign transactions through the relevant MCA or FEMA filings.
8. Maintain a compliance calendar: Track all recurring and event-based deadlines in a compliance calendar to avoid late fees, penalties, and compliance issues.

The annual compliance cost of a Private Limited Company starts from ₹10,000 and varies based on the number of filings, business activity, audit requirements, and professional support required. The typical costs include:

Following the list of compliances for a Private Limited Company is essential to avoid penalties, legal action, and operational disruptions. Missing ROC, tax, or statutory deadlines can lead to:

• Additional ROC Filing Fees: Late filing of forms such as AOC-4 and MGT-7/MGT-7A attracts an additional fee of ₹100 per day per form until the default is corrected, with no maximum limit.
• DIN Deactivation: Failure to file DIR-3 KYC on time can make a director’s DIN inactive. Reactivation requires filing the pending KYC form along with a ₹5,000 fee.
• Director Disqualification: Directors of companies that fail to file annual returns or financial statements may face disqualification under Section 164(2) of the Companies Act, 2013 for up to 5 years.
• Company Strike-Off Risk: Continued non-compliance can result in the company being marked inactive or removed from the ROC register.
• Business Restrictions: A poor compliance record can affect loans, investments, contracts, and other business opportunities.
• Tax Penalties: Delays in GST, TDS, or income tax filings may attract late fees, interest, and additional penalties.
• Legal Consequences: The company and officers responsible for defaults may face penalties or prosecution for serious violations.