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Compliance refers to a set of obligations. Companies incorporated under the Companies Act 2013 are required to comply with certain compliances, including ROC Compliance. ROC compliance refers to obligations that companies in India must meet to comply with regulations of the Registrar of Companies (ROC) of the Ministry of Corporate Affairs (MCA). For assistance in ensuring ROC compliance for private limited company, connect with ROC consultants at Registrationwala.
The obligations or compliances which must be fulfilled by a private limited company in accordance with the regulations established by the Registrar of Companies involve statutory filings and adherence to the provisions of Companies Act 2013.
The ROC compliance for pvt ltd company can be categorized as:
Annual Compliance: Annual compliance of ROC refers to regular, annual filings and disclosures which must be made by companies. It includes filing annual returns and financial statements.
Event-based Compliance: Event-based compliance needs to be addressed by companies as and when the need to do so arises, such as modification in the management of the company, appointment of directors, changes in authorized share capital or registered business address.
Other Compliances: Regulatory obligations which do not fall within the annual or event-based compliance but are crucial for maintaining the legal status of a company, such as director KYC compliances and maintenance of statutory registers are included in ‘other compliances’ category.
For ensuring ROC compliance, following documents are required:
KYC documents of the directors and shareholders
Details regarding the auditor
Shop and Establishment certificate
Company incorporation certificate
Bank statement of the directors
Memorandum of Association of the company
Article of Association of the company
Details regarding shareholders
GST Registration certificate
Any other documents, as required by ROC.
There are numerous ROC compliance requirements for private limited companies in India. Every single private limited company must comply with them as they’re all equally important for maintaining transparency and improving the management. Let’s check out some essential ROC compliances for private limited company, including annual compliances and other compliances:
Certificate of Commencement of Business is a declaration made by the directors of a company. This declaration must be made within 180 days of company incorporation. Every company, including private companies, must declare business commencement by filing form 20A with ROC.
The first board meeting of a private limited company must be conducted within 30 days of company registration in India or incorporation. Four board meetings are compulsory every year, within a maximum gap of 120 days between two consecutive meetings. The board meeting must be attended by a minimum of two directors or one-third of its total strength, whichever is greater.
A prior intimation regarding the board meeting must be given to all the directors seven days in advance. Additionally, the minute of meetings must be recorded and maintained.
For any private limited company, filing tax and annual returns are crucial ROC compliances. A company has to file their annual returns within a time span of 60 days of holding the AGM using MCA Form MGT-7.
Additionally, the financial statement must also be filed using AOC-4 within 30 days after AGM. Meeting the deadlines is essential to stay compliant with the regulations. Failure to do so will result in penalties.
Private limited companies in India must maintain a statutory register for record-keeping purposes. The register must be updated regularly and contain crucial company details like minutes of board meetings, AGM details, company’s directors, shareholders, members, share certificate details, debentures, etc.
KYC's full form is Know Your Customer. Director KYC is a mandatory requirement. If this ROC compliance isn’t fulfilled, then the Director Identification Number (DIN) can get deactivated. For DIR KYC compliance, important information of the director must be submitted including personal information (name, D.O.B), identification details (PAN/Passport), contact details, nationality and citizenship status, OTP verification and DSC. For KYC of all private limited companies directors, DIR-3 KYC e-form has to be filed with ROC. It is an annual compliance.
It is mandatory for all the companies registered under companies act 2013, including private limited companies, to hold an annual general meeting. During the meeting, the topics of discussion are company management, financial goals, business growth plans, appointment of directors or auditors, declaration of dividends, etc. All such important topics must be discussed.
The first AGM of a company must be held within 9 months after its financial year’s end. After that, within 6 months of the end of each financial year, every subsequent AGM meeting shall be held.
The time between two annual general meetings must not exceed 15 months. The companies must hold AGM regularly to keep shareholders informed and engaged. A prior intimation must be given to all the company members 21 days before AGM is held to ensure maximum participation. However, it isn’t mandatory. If required, AGM can be held on a shorter notice period.
One director is permitted to join more than one business under company law. Any director who also serves on the board of another company must notify the company of their interest. MBP-1 is the form used for this. It is necessary to serve such notice of interest during the initial board meeting. Serving more than one company is quite acceptable as long as the directors disclose it.
A company goes through changes after it has been registered with RoC. These changes include appointing new directors, changing registered office address, changing company name, changing shareholder details, etc. All these changes are considered as event-based compliances. Such changes must be informed to ROC in a timely manner by filing the appropriate forms.
Let’s explore crucial event-based ROC compliance for private limited companies:
In case of change of authorized share capital of the company, form SH-7 must be filed with ROC within 30 days from when the change took place.
In case an auditor files resignation after his appointment, the ROC must be informed by the company within 30 days of resignation. For informing the same, form ADT-3 must be filed.
In case of allotment of company’s share, the ROC must be informed by filing PAS-3.
Whenever a private limited company signs a resolution or agreement, it must inform ROC by filing MGT-14.
Every year before the 30th June deadline, private limited companies must inform ROC regarding the returns of money and deposits by filing Form DPT 3.
E-form CHG-1 must be used to notify the registrar of companies about the creation or modification of charges. This form must be submitted within 30 days of the charges being registered.
The CHG-4 form is filed with the Registrar of Companies (ROC) after a charge has been satisfied or paid in full. It must be filed within 30 days after satisfaction of charges.
ROC must be informed by a private limited company regarding substantial beneficial owners using Form BEN-2.
The ROC must be informed whenever a special resolution is passed by the company by filing form MGT-14. This must be done within 30 days of passing a special resolution.
ROC compliances for private limited companies come in three categories: Annual compliances, event-based compliances and other compliances. All these compliances must be complied with by all the private limited companies in accordance with the Companies Act 2013. In case of non-compliance, the private limited companies will get penalized and fined. In certain cases, they might be striked off by the ROC.
Registrationwala is a leading platform for providing business services, ranging from providing comprehensive assistance in company registration in India to ensuring compliance requirements are met by companies. Connect with business consultants at Registrationwala for a smooth business journey!
Hey there, I'm Dushyant Sharma. With the extensive knowledge I've gained in past 8 years, I have been creating content on various subjects such as banking, insurance, telecom, and all the important registration and licensing processes for various companies. I'm here to help everyone with my expertise in these areas through my articles.
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