What are the ROC Compliances for Private Limited Company

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What are the ROC Compliances for Private Limited Company

A private limited company is a preferred business structure because it offers many benefits, such as limited liability protection for the owners, ease of transfer of ownership, and tax efficiencies.
 

The limited liability protection of a private limited company shields the owners from personal financial risk in the event that the company fails.

When you choose a private limited company as the structure for your business, you need to comply with certain requirements of the Registrar of Companies (ROC). These requirements are necessary for the smooth functioning of your business.

The ROC compliance for a private limited company can be divided into two categories:

  • Mandatory compliance
  • Event-based compliance
     

Mandatory RoC Compliance for Private Limited Companies

Every private limited company must comply with the following mandatory requirements:

1. Filing of Annual Return
Every private limited company in India must file an annual return. This document is a record of what your company did during the year. It includes information about the shareholders, directors, and company finances.
Form:
MGT-7: Annual return. It must be filed within 60 days of the AGM.

2. Filing of Financial Statements
Your private limited company must file financial statements with the ROC every year. These statements include the balance sheet, profit and loss account, and cash flow statement.
Form:
AOC-4: Contains details of audited financials and the Director's report and must be submitted within 30 days of AGM.

3. Holding of Board Meetings
Your company must hold at least four board meetings a year. The gap between two meetings should not exceed 120 days. The first board meeting should be held within 30 days of incorporation.
Board meetings are held to discuss the financial performance of the company, approve important decisions, and select the company's directors.
To hold the board meeting, the directors should be informed 7 days in advance. During the meeting, at least 1/3rd of the total number of directors should be present and minutes of the meeting should be recorded.

4. Holding of Annual General Meeting (AGM)
The AGM is held to discuss the financial performance of the company, appoint directors, and declare dividends.
It must be held within 9 months of the end of the financial year for the first time. Post that, it must be held within 6 months from the end of the financial year.
The shareholders should be given 21 clear days' notice before the meeting and the minutes of the meeting should be recorded.

5. Declaration of Interest by Directors
If any of the directors have an interest in a transaction with the company, he/she must declare it to the other directors.
For example, if a director wants to sell his house to the company, he must declare this interest before the transaction is approved by the board.
The declaration should be made in the minutes of the meeting and should be signed by the director.

6. Maintaining Statutory Registers
Your company must maintain certain statutory registers, which include the register of shareholders, directors, charges, minutes of meetings and loans.
These registers must be updated whenever there is a change in the information they contain. Government officials can inspect these registers at any time.

 


Event-Based RoC Compliance for Private Limited Companies


Apart from the mandatory compliance, private limited companies must also comply with certain event-based requirements.
Some of the common event-based compliance are discussed below:
1. Appointment of New Directors
If your company wants to appoint a new director, it must comply with the following requirements:
The director must be at least 18 years old.
He should not be disqualified from being a director under the Companies Act.
He should possess a valid DIN (Director Identification Number) 
A form of Directors' Appointment and Consent to Act should be filed with the ROC within 30 days of the appointment.
Form: DIR 12

2. Change in the Registered Office of the Company
If your company wants to change its registered office, it must comply with the following requirements:
A notice of the change should be given to the ROC at least 15 days before the proposed date of the change.
The new address should be published in at least 2 local newspapers.
A form should be filed with the ROC within 30 days of the change.
Forms: INC 22/MGT-14/INC 22/INC 28

3. Change in Name of the Company
If your company wants to change its name, it must comply with the following requirements:
A special resolution approving the change must be passed by the shareholders.
A notice of the change should be given to the ROC.
The new name should be published in at least 2 local newspapers.
A form should be filed with the ROC within 30 days of the change.

4. Alteration of MOA and AOA
If your company wants to make alterations to its MOA or AOA, it must comply with the following requirements:
A special resolution approving the alterations must be passed by the shareholders.
The altered MOA and AOA should be filed with the ROC within 30 days of the alteration.

5. Increase in Authorized Share Capital
If your company wants to increase its authorized share capital, it must comply with the following requirements:
A special resolution approving the increase must be passed by the shareholders.
The altered MOA should be filed with the ROC within 30 days of the alteration.

6. Statutory Auditor Appointment
An e-form ADT-1 should be filed with the ROC within 15 days of the appointment of the statutory auditor.

7. Resolutions and Agreements
Any resolution or agreement that is required to be filed with the ROC should be filed within 30 days of its passing or execution.
Form: MGT-14

8. Substantial Beneficial Ownership
If there is a change in the substantial beneficial ownership of a company, a report should be filed with the ROC.
Form: BEN 2

9. Changes in Charges
If there is a change in the charges on the property of a company, a report should be filed with the ROC within 30 days of the change.
Form: CHG-1

10. Return of deposits
In case there are returns of money or deposits, the company to notify to the RoC regarding them before June 30 every year.
Form: DPT-3

11. MSME Payment Delay
If there is a delay in payment to MSME suppliers, the company should intimate the ROC about it biannually.
Form: MSME 1

All these compliances can be overwhelming to keep track of, but non-compliance can result in heavy penalties. It is advisable to take the help of a professional compliance service provider to stay on top of all these requirements.
We have experienced professionals who take care of compliances for 1000+ businesses smoothly. If you need any help, please feel free to get in touch with us. Our services are very reasonably priced and we will be happy to help you.

We can also take care of private limited company registration online for you in case you haven’t registered already. 

 


Author : Nivetha

Date     : 28-Jul-2022


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