ROC Compliance

Understanding Annual Compliance for Private Limited Companies and OPCs

In India, every Private Limited Company and OPC must adhere to specific annual compliance requirements mandated by the Companies Act, 2013. These include the filing of financial statements, annual returns, and other statutory documents with the Registrar of Companies (RoC). Failure to comply can lead to severe penalties, legal actions, and even the disqualification of directors.

Why is Annual Compliance Crucial?

Investor Attraction: Consistent compliance and transparent financial reporting are essential for attracting investors who prioritize companies with a strong track record of timely filings.

Maintaining Active Status: Regular compliance ensures your company remains active on the Ministry of Corporate Affairs (MCA) portal, preventing it from being classified as inactive or struck off.

Enhanced Credibility: Companies that meet compliance deadlines are perceived more favorably by customers, government bodies, and financial institutions, facilitating loans, government contracts, and more.

Avoiding Legal Issues: Timely compliance mitigates the risk of legal issues, allowing your business to operate smoothly without disruptions.

Annual Compliance for Private Limited Companies and OPCs

1. Appointment of Auditors:
   • First Auditor: Appointed by the Board of Directors within 30 days of incorporation. Failure to do so can result in penalties and operational restrictions.
   • Subsequent Auditor: Appointed during the first AGM and remains in position until the sixth AGM, filed using Form ADT-1.
2. Annual General Meeting (AGM):
   • Conducted by 30th September each year to present the company’s financial position to shareholders. A notice of at least 21 days is required.
3. Board Meetings:
   • The first Board Meeting must be held within 30 days of incorporation, with at least four meetings required each financial year. The gap between meetings should not exceed 120 days.
4. Director Disclosures:
   • Directors must annually disclose their interests in other entities using Form MBP-1 during the first Board Meeting.
5. Filing of Financial Statements (Form AOC-4):
   • Filed within 30 days of the AGM, including the balance sheet, profit & loss account, and other financial documents.
6. Filing of Annual Return (Form MGT-7):
   • Filed within 60 days of the AGM, detailing the company’s shareholding structure, directorship changes, and more.
7. Director KYC (DIR-3 KYC):
   • Directors must complete their KYC annually. Failure to do so will deactivate their Director Identification Number (DIN), affecting the company’s compliance ability.
8. Commencement of Business Certificate:
   • Must be obtained within 180 days of incorporation, with penalties for non-compliance.

Additional Compliance Requirements for Private Limited Companies and OPCs

• GST Returns: Monthly, quarterly, and annual filings are required for GST compliance.

• TDS Returns: Periodic TDS returns must be filed to ensure tax compliance.

• Income Tax Returns: Annual filing of income tax returns is mandatory.

• Professional Tax Returns: These must be filed as per state-specific regulations.

• Regulatory Compliance: Companies must comply with other relevant laws, such as the Environment Protection Act, Competition Act, etc.

Event-Based Compliance for Private Limited Companies and OPCs

Event-based compliances are triggered by specific corporate actions, such as:

• Changes in Authorized or Paid-Up Capital: Must be reported to the RoC.

• Allotment or Transfer of Shares: Requires timely filing with the RoC.

• Appointments or Changes in Directors or Auditors: Any changes must be reported immediately.

Failure to comply with these requirements can result in substantial penalties and legal actions, making timely compliance essential.

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• Expert Compliance Solutions: Our experienced team ensures all your compliance needs are met accurately and on time.
• Comprehensive Services: From document preparation to filing, we offer full-spectrum support, ensuring no aspect of compliance is overlooked.
• Client-Centric Approach: We tailor our services to your specific business needs, providing seamless compliance management.
• Cost-Effective Solutions: Our competitively priced services deliver exceptional value without compromising on quality.
• Hassle-Free Experience: We handle all compliance-related processes, allowing you to focus on growing your business.

Key Features of a Private Limited Company

• Limited Liability: One of the primary advantages of a Private Limited Company is limited liability protection. Shareholders are only liable for the company’s debts to the extent of their shares, protecting personal assets from business liabilities.

• Separate Legal Entity: A Private Limited Company is a separate legal entity distinct from its owners. It can own property, sue, and be sued in its own name, providing a higher level of credibility and legal protection.

• Perpetual Succession The company’s existence is not affected by changes in ownership or the death of shareholders. It continues to exist until it is legally dissolved.

• Number of Members: A Private Limited Company can have a minimum of 2 and a maximum of 200 members. This makes it suitable for small to medium-sized businesses.

• Director Requirements: A Private Limited Company must have a minimum of 2 directors and can have a maximum of 15 directors. At least one of the directors must be a resident of India.

• Minimum Capital: To start a private limited company, you no longer need to maintain a minimum paid-up capital of Rs. 1 lakh. The Companies Amendment Act, 2015 has removed the minimum capital requirement, allowing you to start a private limited company with no specific capital investment.

• Share Transferability: Shares of a Private Limited Company are not freely transferable, which helps maintain control over the ownership and prevents unwanted external influence.

Advantages of a Private Limited Company

• Attracting Investors: Private Limited Companies are more attractive to investors due to their structured and regulated nature. They can raise capital through the sale of shares.

• Tax Benefits: Private Limited Companies in India enjoy various tax benefits and exemptions, which can lead to significant savings.

• Brand Credibility: Registering as a Private Limited Company enhances your business’s credibility with customers, suppliers, and financial institutions.

• Ease of Expansion: The structured framework of a Private Limited Company makes it easier to plan and execute business expansions and scale operations.

• Compliance and Governance: Although it requires adherence to various legal compliances, this can be beneficial as it instills a sense of discipline and transparency in the company’s operations.

Steps to Register a Private Limited Company in India

• Digital Signature Certificate (DSC): Obtain DSCs for the proposed directors, as these are required for digital filings.

• Name Approval: Select a unique name for your company and get it approved by the Ministry of Corporate Affairs (MCA) by filling web form RUN.

• Document Submission: Prepare and submit the Memorandum of Association (MoA) and Articles of Association (AoA) along with other necessary documents.

• Filing with RoC: File the web form INC-32 along with MOA, AOA and KYC documents with the Registrar of Companies (RoC).

• Certificate of Incorporation: Upon approval, receive the Certificate of Incorporation, which confirms the registration of your Private Limited Company.

• Obtain PAN/TAN: PAN & TAN of the company will be issued along with the incorporation certificate.

Required Documents to register Private Limited Company in India

• PAN Card of Proposed Directors and Shareholder
• Identity proof (Either Passport, Aadhar card, Driving License or Voter ID) of Proposed Directors and Shareholder
• Colored Passport size photo of Proposed Directors and Shareholder
• Residential Proof (Either Electricity Bill, Telephone Bill or bank passbook) of Proposed Directors and Shareholder
• Proof of registered office (Either Rent/Lease agreement or NOC from owner along with electricity bill) of proposed company

Why Choose E Accountax Manager for Registering a Private Limited Company?

• Expertise and Experience: E Accountax Manager’s team of seasoned professionals ensures a smooth, hassle-free registration process tailored to your business needs.

• Comprehensive Services: From consultation to document submission, E Accountax Manager handles all aspects of company registration, allowing you to focus on growing your business.

• Fast and Efficient: Our streamlined procedures and expert handling mean your company can be up and running quickly.

• High-Value Service: At E Accountax Manager, we believe in charging the right price to offer high-value services. Our commitment is to provide exceptional service without compromising on quality.

• Personalized Support: We provide personalized support tailored to your specific business requirements, guiding you through every step of the process.

• Compliance Assurance: We ensure your company complies with all legal requirements, minimizing future legal risks and ensuring peace of mind.

• Positive Client Feedback: Our numerous positive testimonials and high client retention rates highlight our commitment to excellence and customer satisfaction.

• User-Friendly Online Platform: Our intuitive online platform allows you to easily track your registration progress and communicate effortlessly with our team.

Choosing E Accountax Manager for your private limited company registration ensures a professional, efficient, and supportive process, helping you start your business on the right foot with high-value service

Post Incorporation Compliances

For a private limited company in India, post-incorporation compliance is crucial to avoid penalties and ensure smooth operations. Here's a concise summary:

• One Time Compliance:

  • First Board Meeting: Within 30 days of incorporation, hold a meeting to appoint statutory auditors and address key agenda items.

  • Appointment of Statutory Auditor: Appoint a qualified individual or firm as the statutory auditor within 30 days of incorporation.

  • Filing for Commencement of Business: File a declaration for commencement of business within 180 days of incorporation, after opening a bank account and depositing subscription monies.

  • Issuance of Share Certificates and Stamp Duty: Deliver share certificates within two months of incorporation and pay stamp duty within 30 days of issuance.

  • Affix Sign Board: Every company is required to paint or affix its name and address of its registered office and keep the same painted or affixed on the outside of every office or place where the company's business is carried on.

• Annual Compliance:

  • Annual General Meeting (AGM): Hold an annual general meeting within 6 months of the financial year-end and file ADT-1, AOC-4, MGT-7, and other required forms with the Registrar of Companies within specified timelines.