Annual Compliance Checklist for Private Limited Companies

Registering a private limited company is just the start. Every company must complete a set of annual compliances with the Registrar of Companies (ROC) and the Income Tax Department – even if it did no business during the year. Missing them leads to daily late fees, penalties and, in the worst case, disqualification of directors. Use this checklist to stay on track.

1. First-year compliances (new companies)

• Appoint the first auditor within 30 days of incorporation by a board resolution.
• File INC-20A (declaration of commencement of business) within 180 days of incorporation, after shareholders deposit their subscription money. See INC-20A filing.
• Hold the first board meeting within 30 days of incorporation.
• Issue share certificates to subscribers within the prescribed time.

2. Board meetings

A company must hold its board meetings at the required frequency, with the permitted gap between two meetings. Small companies and one person companies have relaxed requirements. Each meeting needs a proper notice, agenda and signed minutes.

3. Statutory audit

Every private limited company must get its accounts audited every year by a chartered accountant, regardless of turnover. The audited financial statements are then approved by the board.

4. Annual General Meeting (AGM)

Shareholders adopt the audited accounts at the AGM. For most companies the AGM must be held within six months of the financial year end, that is, by 30 September. The first AGM can be held within nine months of the close of the first financial year.

5. ROC annual filings

Late filing of AOC-4 and MGT-7 attracts a fee of ₹100 per day for each form, with no upper limit. See annual ROC filing.

6. Income tax and TDS

• Income tax return – every company files ITR-6, even with nil income.
• Tax audit – required if turnover crosses the Section 44AB limits.
• Advance tax – payable in instalments if the tax liability crosses the threshold.
• TDS returns – quarterly returns for tax deducted on salaries, rent, professional fees and so on. See TDS return filing.

7. GST (if registered)

Registered companies file GSTR-1 and GSTR-3B every month or quarter, and the annual return GSTR-9 where applicable. See GST return filing.

8. Event-based compliances

Some filings are triggered by events during the year: appointment or resignation of directors (DIR-12), change of registered office (INC-22), increase in capital (SH-7), allotment of shares (PAS-3) and changes to the MOA or AOA (MGT-14). Each has its own deadline, usually 30 days.

Consequences of non-compliance

• Daily late fees on ROC forms.
• Penalties on the company and officers in default.
• Disqualification of directors if financial statements or annual returns are not filed for three continuous years.
• The company may be struck off by the ROC.

Vaidam Consultancy tracks every due date for you and handles the filings end to end. Explore our secretarial compliance service.

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Our team of chartered accountants, company secretaries and legal professionals handles the paperwork so you can focus on growing your business.

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Frequently Asked Questions

Q1. Does a company with no business need to file annual returns?

Yes. Every registered company must file its financial statements and annual return and its income tax return every year, even with no transactions.

Q2. What is the due date for the AGM?

For most companies, within six months of the end of the financial year, usually by 30 September.

Q3. Is audit mandatory for a small private limited company?

Yes. Every company must have its accounts audited, regardless of turnover.

Q4. What happens if AOC-4 is filed late?

A late fee of ₹100 per day applies until the form is filed, and penalties may follow.