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
| Requirement | Form | Due date (FY 2025-26) |
|---|---|---|
| Half-yearly return of dues to MSME suppliers outstanding over 45 days | MSME-1 | 30 April 2026 and 31 October 2026 |
| Return of deposits and outstanding loans not treated as deposits | DPT-3 | 30 June 2026 |
| Director KYC, once every three years on the new cycle | DIR-3 KYC Web | 30 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 begins | ADT-1 | Within 15 days of the AGM |
| Financial statements, board’s report and auditor’s report | AOC-4 | Within 30 days of the AGM: 29 October 2026 for an AGM on 30 September |
| Annual return | MGT-7A for small companies and OPCs; MGT-7 otherwise | Within 60 days of the AGM: 28 November 2026 |
| Report on corporate social responsibility, where CSR applies | CSR-2 | With 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
| Event | Form | Within |
|---|---|---|
| Director appointed, resigned or removed | DIR-12 | 30 days |
| Registered office moved | INC-22 | 30 days |
| Authorised capital increased | SH-7 | 30 days |
| Shares allotted | PAS-3 | 30 days (15 days for private placement) |
| Charge created, modified or satisfied | CHG-1, CHG-4 | 30 days |
| Special resolution passed, or other resolutions in section 117 | MGT-14 | 30 days |
| Significant beneficial owner declared or changed | BEN-2 | 30 days of receiving BEN-1 |
| Auditor resigns | ADT-3 | 30 days, by the auditor |
| Commencement of business after incorporation | INC-20A | 180 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.
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.
Keep reading.
CSR applicability under section 135
The three thresholds, how 2% is computed, the committee, unspent amounts, reporting and penalties.
Read guide→GuideCompliance Calendar FY 2026-27: Every GST, TDS, Income-Tax, ROC and Labour Deadline for Indian Companies and LLPs
Every GST, TDS, income-tax, ROC, LLP and labour date from April 2026 to March 2027 in one table, plus the monthly block that never changes.
Read guide→GuideDIR-3 KYC 2026: the annual deadline is gone. Here is the three-year rule.
The 30 September deadline is gone. What the once-in-three-years rule, the merged form and the 30-day change intimation mean for every DIN holder.
Read guide→Official references
The statutory sources behind this page. We keep our guidance aligned to them — verify anything time-sensitive directly.
- Ministry of Corporate AffairsCompanies Act filings, forms and fee schedules
- Income Tax DepartmentReturns, forms, rates and e-filing utilities
- GST PortalRegistration, returns and rate notifications
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.