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Annual compliance for a private limited company: the complete checklist

A private limited company owes the Registrar and the tax department a fixed set of filings every year, whether or not it earned a rupee. This is the whole list, in the order it falls due, with what happens when each one is missed.

Reviewed by Vijay Dhawan, Managing Partner, LexVerge LLP · Published

The annual ROC cycle

RequirementFormDue date (FY 2025-26)
Half-yearly return of dues to MSME suppliers outstanding over 45 daysMSME-130 April 2026 and 31 October 2026
Return of deposits and outstanding loans not treated as depositsDPT-330 June 2026
Director KYC, once every three years on the new cycleDIR-3 KYC Web30 June of the due year; changes within 30 days
Annual general meeting, within six months of the year end—30 September 2026
Auditor appointment or reappointment at the AGM, where a new term beginsADT-1Within 15 days of the AGM
Financial statements, board’s report and auditor’s reportAOC-4Within 30 days of the AGM: 29 October 2026 for an AGM on 30 September
Annual returnMGT-7A for small companies and OPCs; MGT-7 otherwiseWithin 60 days of the AGM: 28 November 2026
Report on corporate social responsibility, where CSR appliesCSR-2With AOC-4, or by the date notified

A company whose AGM is held earlier files AOC-4 and MGT-7A from that earlier date. A newly incorporated company holds its first AGM within nine months of the end of its first financial year, and has no AGM in the year of incorporation if that year ended within the nine months.

Meetings, minutes and registers

Board meetings. At least four in a year, with no more than 120 days between two. A small company (paid-up capital up to ₹4 crore and turnover up to ₹40 crore) and a one-person company may hold two, at least 90 days apart. Notice of seven days, or shorter with consent. Every director discloses interests in Form MBP-1 at the first meeting of the year and whenever they change, and confirms non-disqualification in DIR-8.

The AGM. 21 clear days’ notice with the financial statements, the board’s report and the auditor’s report attached, held within six months of the year end and not more than 15 months after the previous one.

Minutes. Entered in the minute book within 30 days of each meeting, signed, and kept at the registered office.

Registers. Members, directors and key managerial personnel, charges, contracts in which directors are interested, loans and investments, and the register of beneficial owners where any individual holds 10 percent or more indirectly. Share certificates are issued within two months of allotment and transfers registered within one month.

Event-based filings that arrive during the year

EventFormWithin
Director appointed, resigned or removedDIR-1230 days
Registered office movedINC-2230 days
Authorised capital increasedSH-730 days
Shares allottedPAS-330 days (15 days for private placement)
Charge created, modified or satisfiedCHG-1, CHG-430 days
Special resolution passed, or other resolutions in section 117MGT-1430 days
Significant beneficial owner declared or changedBEN-230 days of receiving BEN-1
Auditor resignsADT-330 days, by the auditor
Commencement of business after incorporationINC-20A180 days of incorporation

Each of these is covered by our event-based ROC filing service; the annual plan covers the cycle above.

The income-tax side

  • ITR-6 by 31 October each year, with the tax audit report by 30 September where turnover exceeds ₹1 crore (₹10 crore with the 5 percent cash test). Companies file with a digital signature, whatever the size.
  • Advance tax in four instalments on 15 June, 15 September, 15 December and 15 March.
  • TDS: deposit by the 7th of each month and quarterly statements by 31 July, 31 October, 31 January and 31 May; see our TDS calendar. A company must deduct tax on salaries, rent, contractors and professional fees from its first payment.
  • GST returns on the monthly or quarterly cycle where registered.
  • Transfer pricing report and the 30 November return date where there are transactions with associated enterprises abroad or specified domestic transactions.

From 1 April 2026 the Income-tax Act, 2025 governs the company’s income, with the same dates and new section numbers.

What lateness costs

Additional fee. AOC-4 and MGT-7 filed late attract ₹100 a day per form with no upper limit. Two years of arrears on both forms runs past ₹1.4 lakh before any penalty.

Penalties. Failure to file the financial statements or the annual return carries penalties on the company of ₹10,000 plus ₹100 a day to a maximum of ₹2 lakh, and on every officer in default up to ₹50,000, under sections 137 and 92. Small companies and OPCs pay half.

Disqualification. A director of a company that has not filed financial statements or annual returns for three consecutive years is disqualified under section 164(2) for five years from every company, and the DIN is flagged.

Strike-off. The Registrar can remove a company that has not filed for two consecutive financial years, without the company asking, under section 248(1). Restoration is through the tribunal.

The knock-on. Banks ask for filed accounts, investors ask for a clean master data page, and a company with defaults cannot file a strike-off application until the arrears are cleared; see our strike-off guide.

Small-company relief, and what it does not change

A private company with paid-up capital up to ₹4 crore and turnover up to ₹40 crore is a small company. It files the abridged annual return in MGT-7A, may hold two board meetings a year, need not prepare a cash-flow statement, is exempt from auditor rotation, and pays reduced penalties. It still needs a statutory audit from year one, still holds an AGM, still files AOC-4 and the annual return, and still deducts TDS. The relief is in the volume of paperwork, not in whether the paperwork exists.

Every item on this page is in our annual compliance plan for ₹4,999 a year, run by a compliance manager against the FY 2026-27 calendar. Filings are made on the MCA portal.

Frequently asked questions

What are the mandatory annual filings for a private limited company?

AOC-4 within 30 days of the AGM, MGT-7 or MGT-7A within 60 days, DPT-3 by 30 June, MSME-1 half-yearly, ADT-1 when an auditor is appointed, the income-tax return in ITR-6 by 31 October, and director KYC on its three-year cycle.

Does a company with no revenue still need to file?

Yes. Every company files audited financial statements and an annual return each year, holds an AGM and four (or two) board meetings, and files its income-tax return, regardless of turnover.

What is the penalty for late filing of AOC-4 and MGT-7?

An additional fee of ₹100 a day per form with no cap, plus penalties of up to ₹2 lakh on the company and ₹50,000 on each officer, and director disqualification after three consecutive years of default.

Is a statutory audit compulsory for a small private company?

Yes, from the first financial year, whatever the turnover. Small-company status reduces other paperwork but not the audit.

When must the AGM be held?

Within six months of the end of the financial year, which for FY 2025-26 means by 30 September 2026, and not more than 15 months after the previous AGM.

Reviewed by Vijay DhawanManaging Partner, LexVerge LLP · checked against current MCA, GST and Income-tax rules

Every filing on this page, for ₹4,999 a year

AOC-4, MGT-7A, DPT-3, MSME-1, ADT-1, director KYC, ITR-6 and the meeting paperwork, owned by a compliance manager.

See the annual plan

Official references

The statutory sources behind this page. We keep our guidance aligned to them — verify anything time-sensitive directly.

Content on this page is reviewed by a chartered accountant or advocate at LexVerge LLP. It is general guidance, not advice on your specific facts.

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