Compliance Checklist for Private Limited Companies

Starting and running a private Limited company in India comes with many important legal responsibilities. To help you stay on track, we’ve made a simple compliance checklist. Following these rules on time — like board meetings, filings, and important declarations — will keep your company safe, smooth, and fully compliant.

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What are Private Limited Company Compliance Checklist?

A Private Limited Company in India is required to follow various legal and regulatory Compliance to ensure transparency among stakeholders, smooth operations, and avoid penalties. These compliances include holding Board meetings, filing annual compliance with the ROC, and maintaining proper records.

Some compliances are one-time, some are triggered by specific events, and others are recurring annually. Additionally, while certain compliances require filing with the ROC, others are to be maintained internally without any submission.

Here’s a categorized overview of the key compliances:

One Time Compliance (Post incorporation):

These are to be completed after the company is incorporated, usually only once:

First Board Meeting: Conduct the first board meeting of the company

Due Date: Within 30 days from incorporation.

Remarks: The first board meeting is essential for setting up the operations of the company and making decisions on various key actions like appointment of first auditor etc. It also formalizes the company’s structure and decision-making processes.
Opening a bank account and Infusion of Share Capital: Open the Bank Account in the name of the company and infuse the subscribed and issued capital in that account.

Due Date to open Bank Account by Private Limited Company: As such there is no such time line to open the bank account, however the Company needs to file a proof of infusion of subscribed issued and paid up capital in form INC 20 A within 180 days of incorporation, hence the company has to open the account and deposit the fund as per the share subscribed within 180 days.
Information of Registered Office to ROC: After incorporation of the Company, information and documents regarding the registered office of the company in form INC-22

Due Date: Within 30 days from incorporation (if the address was not declared during incorporation).

Remarks: Filing of INC-22 is required if information and the prescribed document of registered office are already provided in the SPICe (INC-32) form.
Declaration of Commencement of Business: A declaration in form INC 20A needs to be filed by the directors of the company at the time of the commencement of the business. Form INC 20A should be verified by a Chartered Accountant (CA) or Company Secretary (CS), or a Cost Accountant in practice.

Due Date: Within 180 days from incorporation.

Remarks: This declaration confirms that the company has started its business activities. It is a mandatory filing to begin operations. However Company incorporated before 2nd November 2018 & Company incorporated without share capital even incorporated after 2nd November 2018 are not required to File INC 20A.
Issue of Share Certificates: Issuance of Share Certificate in form SH-1 (No Need to file with the ROC)

Due Date: Within 60 days from the date of incorporation of a company.

Remarks: Share Certificate confirms the ownership of shareholder that specified number of shares held in the company. The company prepares the certificate in the form SH 1, signs it with authorized signatures, and delivers it to the shareholder.
Appointment of First Auditor: Board of Directors of Company shall appoint the first auditor of company in the first Board meeting of company. Once the first auditor is appointed, the company must file Form ADT-1 with the Registrar of Companies (ROC) within 15 Days from the date of appointment. However Information regarding appointment of first auditor in form ADT 1 to ROC is not mandatory.

Due Date: Within 30 days from the date of incorporation.

Remarks: The board must appoint the first auditor of the company. This is a crucial step to ensure the company’s financial statements are properly audited.

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Annual Compliances:

These must be done every financial year, regardless of other events:

Filing of Financial Statements (AOC-4): Every Public Limited Company & Private Limited Company shall file a financial statement, audit report, along with Form AOC 4 to the ROC.
Due Date: Within 30 days from the date of AGM.
Remarks: This form must be filed with the Registrar of company containing the company’s balance sheet, profit and loss account, and cash flow statements, Board Report, Audit Report Statement of subsidiaries in Form AOC-1, details of CSR policy, etc. . This is crucial for public disclosure.
Criteria for XBRL Filing: If the company has a paid-up capital of more than ₹5 crore or a turnover of more than ₹100 crore, the filing should be done in XBRL format.
Annual Return Filing (Form MGT-7 or MGT 7A): All Companies, whether it is Private Limited, Public Limited, or one-person companies (OPCs), must file an annual return in e-form MGT-7/MGT 7A to the Registrar of Companies.
Due Date: Within 60 days from the AGM.
Remarks: If the company does not file its annual return for two consecutive financial years, it may lead to the company’s status as an “inactive company.
Report from Practicing Company Secretary (MGT-8): A company with a paid-up share capital of ₹10 crore or more, or a turnover of ₹50 crore or above, must get its annual return certified by a Company Secretary in practice. The certification is done in Form MGT-8, which acts like a mini secretarial audit report and is submitted as an attachment to Form MGT-7.
Due Date: Along with MGT-7, within 60 days from AGM.
Remarks: In form MGT 8, the Company Secretary shall certify that the annual return discloses the facts correctly and adequately and the firm has complied with all the provisions of the Act.
Appointment of Subsequent Auditor: According to section 139 of Company Act 2013, every company shall appoint an auditor in its AGM for a maximum tenure of 5 financial year.
Form/Action: The Company shall intimate the ROC about the appointment of the auditor in form ADT 1 (Subsequent Auditor Appointment).
Due Date: Within 15 days of the auditor’s appointment.
Remarks: After the first auditor is appointed, the company must file ADT-1 to confirm the appointment of subsequent auditors as per the company’s needs.
Director KYC (Know Your Customer): Director KYC is a kind of essential compliance requirement that every DIN holder whose DIN status is approved, must file DIR 3 KYC for each financial year.
Due Date: 30th September of the following Financial year.
Remarks: All directors with a DIN (Director Identification Number) must complete their KYC process with the Ministry of Corporate Affairs (MCA). Failure to do so may lead to the deactivation of the DIN. The KYC process helps ensure that all directors are properly identified.
Corporate Social Responsibility (CSR) Compliance: if a private limited company has a networth of Rs. 500 crore or more, a turnover equal to or exceeds Rs. 1000 crore, or a net profit equal to or exceeds 5 crore in the preceding financial year, it is obligated to file the CSR-2 report.
Due Date: Within 30 Days from the Date of AGM.

Remarks: For the financial year 2020-21, CSR-2 was filed as a separate form.
Return of Deposit: If any company has a loan, advance from a customer, or deposit in books as on 31st March is required to file e-form DPT-3 for that financial year.
Due Date: 30th June 2025.
Remarks: DPT-3 is a return of deposits that companies must file to furnish information about deposits and/or outstanding receipts of loans or money other than deposits.
Return of Outstanding Payments to Micro, Small, and Medium Enterprises (MSMEs): Any company, who get supplies of goods or services from micro and small enterprises and whose payments to micro and small enterprise suppliers exceed 45 days from the date of supply of goods or service as per the provisions of section 9 of Micro, Small and Medium Enterprises Development Act, 2006, shall submit a half yearly return in form MSME 1.
Due Date: Half-yearly basis (For the period 1st October to 31st March – by 30th April, and for the period 1st April to 30th September – due by 31st October).
Remarks: Companies must file this return with the registrar to report any outstanding payments due to Micro, Small, and Medium Enterprises (MSMEs). This ensures that companies are complying with the timely payment of dues to MSMEs as per the law.

Internal Compliances (No ROC Filing Required):

Some tasks are crucial but don’t require submission to ROC:

Disclosure of Interest by Directors: All directors of a company, including those in private limited companies, are required to disclose their interests in other entities in Form MBP-1.
Every Director shall disclose his/her interest in form MBP-1

(i) At the first Board meeting in which he/she participates as a Director and

(ii) At the first Board meeting of every financial year or

(iii) Whenever there is any change in the disclosures already made, then at the first Board meeting held after such change
Intimation of Disqualification by Directors: all the Directors of the Company shall intimate to the Board about the Companies in which he is or have been a Director in form DIR-8 during the last three years, disclosing whether they have incurred any disqualification or not.

A Director must submit Form DIR-8 to the Board at the time of appointment, reappointment, and at the first Board Meeting of every financial year.
Maintain Statutory Register: Maintaining statutory registers under the Companies Act, 2013, is a crucial compliance requirement for companies in India. The following register needs to be maintained

(a) Register of Members (Section 88): Records details of shareholders.

(b) Register of Directors and Key Managerial Personnel (Section 170): Records details of the company’s directors and key managerial personnel.

(c) Register of Charges (Section 85): Records details of charges (mortgages and loans) created by the company.

(d) Register of Loans, Guarantees, Security, and Acquisitions (Section 186): Records details of loans, guarantees, securities provided, and acquisitions made by the company.

(e) Register of Contracts and Arrangements in which Directors are Interested (Section 189): Records details of contracts or arrangements in which directors have an interest.

(f) Register of Deposits (Section 73): Records details of deposits accepted or renewed.

(g) Register of Employee Stock Options (Section 62): Records details of options granted under employee stock option schemes.

(h) Register of Renewed and Duplicate Share Certificates (Rule 6 of the Companies (Share Capital and Debentures) Rules, 2014): Records details of renewed and duplicate share certificates issued.

(i) Foreign Register of Members or Debenture Holders or Other Security Holders (Section 88(4)): Maintains a register of members, debenture holders, or other security holders residing outside India.
Conduct of Board Meeting and preparation of Meeting: Every company shall hold first Board meeting within 30 days from the date of its incorporation and thereafter minimum 4 board meeting to be held in each calendar year. Gap between two consecutive board meetings should not be more than 120 days.

Minimum 7 days’ Notice in advance should be sent to all directors of the company before conducting the Board meeting with detail agenda and supporting documents.

After conducting the Board meeting, draft minutes of the meeting within 30 days of the meeting and circulated the draft minutes to all directors within 15 days for review.

Remarks: Every board meeting must have recorded minutes. The minutes should be signed by the chairman and should accurately reflect the discussions and decisions taken during the meeting.
Financial Statement Approval

Form/Action: The Company must send its approved Financial Statement, Directors’ Report, and Auditors’ Report to members at least 21 days before the AGM.

Remarks: This ensures shareholders have sufficient time to review the company’s financial status before the Annual General Meeting (AGM).

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Event-Based Compliances for private Companies

These depend on specific business events and must be filed as and when they occur:

Declarations are required when the registered owner and the beneficial owner of a company’s shares are different individuals.
(i) Declaration by Person whose name entered in Register of Members of Company in form MGT 4: If a person’s name is entered in the register of members of a company but they do not hold the beneficial interest in the shares, they must submit a declaration in Form MGT-4 to the company, mentioning the name and other details of the actual beneficial owner.
Due Date: Within 30 days from the date the person’s name is recorded in the register of members.
Declaration by Beneficial owner of share of company in form MGT 5 if such person holds or acquires a beneficial interest in share(s) of a company but whose name not entered in register of member of the company shall make a declaration to the company specifying the nature of his interest, particulars of the person in whose name the Shares are registered in the company’s records along with other necessary details in Form MGT 5.
Due Date: within 30 days of the acquisition of beneficial interest.
(ii) Filing of MGT 6 to Registrar of Company: When a company receives a declaration in Form MGT-4 or MGT-5, it must record the details in the relevant register and file a return in e-Form MGT-6 with the Registrar of Companies (RoC).
Due Date: within 30 days from the date of receipt of the declaration by it
Remark: Forms MGT 4 and MGT 5 are manual forms that are submitted by the registered owner and beneficial owner, respectively, whereas MGT 6 is an electronic return filed by the company that must inform the RoC about the creation or change of the beneficial or registered owner of its shares.
Appointment/Resignation/Change in Designation of Director: Changes to a company’s directors, including appointments, resignations, and designation changes, require filing Form DIR-12 with the Registrar of Companies (ROC). For resignations, the resigning director may also need to file Form DIR-11.
Due Date: Within 30 days of the Change.
Remarks: Whenever there’s a change in the directors (such as appointment, resignation, or change in designation), the company must file this form with the Registrar of Companies (RoC) to update the company’s records. The company should also update about changes in the director to the respective Bank, and Tax authorities.
(i) Change in Registered office of Company: For change the registered office of the company, company will have to hold a Board meeting and pass a Board resolution for changing the registered office.
Form INC-22 must be filed with the RoC within 15 days from the date the Board resolution is passed.
Increase in Authorized Share capital: Form SH-7 needs to be filed with the applicable stamp duty to the ROC within 30 days of passing the ordinary resolution.

Conclusion

Staying compliant is a big part of running a successful business. By following this checklist, you can easily handle your company’s legal work. If you are looking for smooth private limited company registration in Rajasthan, expert support is a must to avoid mistakes and grow your business the right way.

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At E Accountax Manager, we make private limited company registration easy and stress-free. Plus, you can also hire a Personal CFO expert to manage your accounts, taxes, and compliance work. With us, you get expert advice, complete support, and peace of mind so you can focus on your growth.

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