A private limited is a separate legal entity and exhibits perpetual succession. In order to its active status, the company has to follow a given set of compliances by filing the required forms. In this article what are the ROC compliance for private limited company.
What are the ROC Compliance for Private Limited Company : Introduction
The most suited corporate structure for medium to large businesses and for businesses that aim to expand faster and farther is that of a private limited company. The procedure of registration and formalities pertaining to private limited companies is governed by the Companies Act, 2013. The Act mandates a few prerequisites to incorporate a private limited company. For instance, the company should have a minimum of 2 to a maximum of 200 members.
The most striking feature of a private limited company is that it bestows limited liability on its members. The Companies Act,2013 renders the private limited company a separate legal entity. Being a legal person, in order to sustain its active status, the private limited company is obligated to fulfill the stipulated compliances as directed by the Act. These annual compliances must be duly followed irrespective of the turnover of the company. Failing to comply would result in the name of the company being eliminated from the register of the RoC (Registrar of Companies).
The compliances can be broadly divided into:
- Mandatory RoC Annual Compliance
- Event-Based RoC Compliance.
Mandatory Annual Compliance to be Followed by Private Limited Companies:
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The following are the mandatory compliances a private limited company must adhere to:
What are the ROC Compliance for Private Limited Company : Board Meeting:
The first annual board meeting must be held within 30 days of the incorporation of the company. A private limited company must conduct at least two board meetings annually. The meeting must be attended by 1/3 of the number of directors or by a minimum of 2 directors whichever is greater. The directors of the company must be intimated about the meeting at least 7 days in advance. The minutes of the meeting must be recorded and maintained by the company.
What are the ROC Compliance for Private Limited Company: Annual General Meeting (AGM):
All companies other than OPC (One Person Companies) are mandated to hold annual general meetings annually. The members essentially meet and discuss the financial goals and objectives, the board reports, the appointment of auditor and director, etc. The first AGM is required to be held within 9 months of the end of the financial year after which the subsequent AGMs must be held within 6 months of the end of the financial year. Regardless, the time frame between two AGMs shall not be more than 15 months. The AGM is intimated to the members by giving notice prior to 21 days of the meeting. However, the meeting can also be scheduled at a shorter notice.
Declaration of Interest by the Directors:
The directors of the company are necessitated to present to the company their notice of the interest in any other entity through form MBP-1 in the first Board Meeting.
Filing of Tax and Annual Returns:
The accounts of a private limited company must be duly audited and the Income Tax returns must be filed every financial year. The form AOC-4 mentioning the particulars pertaining to auditing financials and the Director’s report must be submitted within 30 days of the AGM. The annual return of the company is required to be filed through form MGT-7 within 60 days from the date of the Annual General Meeting.
A private limited company is expected to keep the statutory registers updated and duly maintained. The details pertaining to minutes of the board meeting, debenture holder meetings, and AGM, register of charges, details of share certificates, list of members and their details, etc have to be recorded.
Director Identification Number (DIN):
The Directors are required to hold the DIN mandatorily. They are thereafter required to file form DIR-3 KYC with the RoC (Registrar of Companies) with the KYC details for the respective financial year. Defaulting to perform the same would result in the deactivation of the DIN with a fine of ₹5,000 for delayed filing of the form.
Commencement of Business:
The form INC 20A has to be filed within 180 days from the date of incorporating the company for obtaining the certificate of commencement of business.
Event-Based ROC Compliances to be followed by Private Limited Companies:
Most of the events that take place during the course of business in a private limited company are quite erratic in nature. However, the director of the company is required to update these changes to the RoC periodically. Such event-based compliances are elucidated below:
Changes with Respect to Directors:
The RoC has to be notified regarding the changes in the directorship within 30 days of making such changes by filing the e-form DIR 12.
Changes with Respect to Authorized Share Capital:
The company has to notify the RoC when there is a change in the Authorized Share Capital within 30 days of making such changes by filing the e-form SH-7.
Returning of Allotment:
The company has to notify the RoC by submitting the form MGT-14 within 30 days of passing the special resolution, thereby making an acknowledgment of the approval thus granted by the shareholders. The e-form PAS-3 has to be filed within 15 days from making the allotment of shares.
Modification of Charge:
The e-form CHG-1 has to be filed within 30 days from the date on which the company creates or modifies charges. The e-form can be submitted within a maximum time frame of 120 days by paying the required supplementary fee.
Satisfaction of charges to be Registered:
The e-form CHG-4 has to be filed within 30 days by the company from the date of satisfaction of charges and notify the RoC regarding the same.
The e-form ADT-1 is to be filed with the RoC within 15 days of the assignment of the statutory auditor. The e-form ADT-3 is required to be furnished within 30 days of the resignation of the auditor.
Changing the Registered Office:
When the registered office of the private limited company is changed within the jurisdiction of the RoC, the e-form INC 22 is to be filed. When the change office is outside the jurisdiction of the RoC, the e-form MGT-14 is to be filed within 30 days of passing the special resolution pertaining to the same. The approval of the Regional Director (RD) is to be obtained by filing the e-form 23. The approval order hence obtained must be presented within 60 days through the e-form INC 28. The form INC 22 is also required to be filed under these circumstances.
Delay in Payments towards MSMEs:
When the payment towards MSMEs is delayed beyond 45 days, the company is mandated to notify the RoC regarding the same by filing the form MSME biannually before the 30th of April and 30th of October respectively.
Return of Deposits:
The company should file form DPT-3 with details regarding the returns of money and deposits with the RoC before 30th June every year
Resolutions and Agreements:
The resolutions and agreements entered and signed by the private limited company must be submitted to the RoC through the form MGT -14
Maintenance of Statutory Registers and Books of Accounts:
The form AOC-5 should be filed within 7 days of executing the board resolution to notify the ROC of the additional space, excluding the registered office of the private limited company wherein the books of accounts and statutory registers are placed.
Substantial Beneficial Ownership:
The pvt ltd company should notify the RoC about the substantial beneficial ownership through form BEN 2.
Thus, the above list of compliances must be duly fulfilled failing on which the company will have to pay a stipulated fine for the period during which it was non-compliant. Also, an additional fee has to be paid for the delayed filing of the required forms. Therefore, it would be best if the companies have a stringent check on the RoC compliances.
It might be overwhelming for a business owner to keep a tab on this endless list of compliances and perform them on a regular basis. It would therefore be workable to reach out to the proficient experts here at Vakilsearch to accomplish the compliance list explained herewith. This would enable the business owner to give undivided attention to the business, while the compliance formalities are handled seamlessly by our expert team at Vakilsearch.
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