After incorporation of a company under the Companies Act, 2013, certain statutory, regulatory, and event-based compliances must be completed within prescribed timelines with the Registrar of Companies (ROC) and the Ministry of Corporate Affairs (MCA).
Non-compliance may attract additional fees, penalties, and legal consequences for the company and its officers.
This note outlines the key compliances applicable to a Private Limited Company after incorporation, along with timelines, relevant forms, and penalty provisions.
Immediate Post-Incorporation Compliances
a) Opening of Bank Account
Purpose: To receive share capital from subscribers.
Timeline: Immediately after incorporation.
Relevant Section: Section 10A of the Companies Act, 2013.
Compliance Requirement:
Subscribers must deposit the share capital amount mentioned in the Memorandum of Association (MOA) into the company’s bank account.
b) Declaration for Commencement of Business
Form: INC-20A
Section: Section 10A of the Companies Act, 2013
Timeline: Within 180 days from incorporation
Attachments Required:
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Bank statement showing share capital deposit
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Photographs of the registered office – internal and external view showing the company name plate
Penalty for Non-Compliance:
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Company penalty: ₹50,000
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Officer penalty: ₹1,000 per day (maximum ₹1,00,000)
The ROC may also initiate strike-off action if the declaration is not filed.
c) First Board Meeting
Section: 173(1) of the Companies Act, 2013
Timeline: Within 30 days from the date of incorporation
During the first board meeting, the board generally takes note of:
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Certificate of Incorporation
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Appointment of first auditor
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Opening of bank account
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Adoption of statutory registers
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Other initial corporate matters
Appointment of First Auditor
Form: ADT-1
Section: 139(6) of Companies Act, 2013
Timeline: Within 30 days from incorporation
Compliance:
The Board of Directors appoints the first auditor.
Tenure: Till the conclusion of the first Annual General Meeting (AGM).
Penalty for Non-Compliance:
-
Company penalty: ₹25,000 to ₹5,00,000
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Officer penalty: ₹10,000 to ₹1,00,000
Maintaining Statutory Registers
Registers Required:
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Register of Members
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Register of Directors & KMP
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Register of Charges
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Register of Loans / Contracts (if applicable)
Timeline: Immediately after incorporation and maintained continuously.
Penalty for Non-Compliance:
-
Company penalty: ₹50,000
-
Officer penalty: ₹50,000
Share Certificates Issuance & Stamp Duty
a) Share Certificates Issuance
Section: 56(4) of Companies Act, 2013
Timeline: Within 2 months from incorporation
Compliance Requirements:
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Company must issue share certificates to subscribers
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Certificates must be:
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Signed by directors
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Properly stamped
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Recorded in the share register
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Penalty for Non-Compliance:
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Company penalty: ₹25,000 to ₹5,00,000
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Officer penalty: ₹10,000 to ₹1,00,000
b) Stamp Duty on Share Certificates
As per the Indian Stamp Act, 1899 (applicable as per state provisions), stamp duty must be paid on share certificates issued by the company.
Timeline: Within 30 days from the issue of share certificates.
Failure to pay stamp duty may attract penalty and interest under the applicable stamp duty laws.
Annual ROC Compliances
Every company must complete annual filings with the Registrar of Companies (ROC).
1. Board Meetings
Section: 173
Requirement:
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Minimum 4 Board Meetings every year
-
Maximum gap between meetings: 120 days
For Small Companies:
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Minimum 2 Board Meetings per calendar year
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Gap between the meetings: not less than 90 days
2. Annual General Meeting (AGM)
Section: 96
Timeline:
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First AGM: Within 9 months from the end of the financial year
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Subsequent AGM: Within 6 months from the end of the financial year
Annual ROC Filings
1. Financial Statements Filing
Form: AOC-4
Section: 137
Timeline: Within 30 days of AGM
Late Fees: ₹100 per day (No maximum limit)
2. Annual Return Filing
Form: MGT-7 / MGT-7A
Section: 92
Timeline: Within 60 days from AGM
Late Fees: ₹100 per day (No maximum limit)
Director KYC Compliance
Form: DIR-3 KYC
Section: Rule 12A of Companies (Appointment and Qualification of Directors) Rules
Timeline: Once every three years by 30 June (as per new amendment)
Penalty: ₹5,000 late fee for DIN reactivation
DPT-3 Filing (If Applicable)
Form: DPT-3
Relevant Rule: Rule 16 of Companies (Acceptance of Deposits) Rules, 2014
Timeline: On or before 30 June every year
This return is filed to report outstanding money or loans received by the company that are not treated as deposits.
MSME-1 Filing (If Applicable)
Form: MSME-1
Applicable where payments to Micro and Small Enterprise suppliers exceed 45 days from the date of acceptance or deemed acceptance of goods or services.
Half-Yearly Filing:
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April to September: Due by 31 October
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October to March: Due by 30 April
Event-Based ROC Compliances
| Event | Form | Timeline |
|---|---|---|
| Appointment / Resignation of Director | DIR-12 | 30 Days |
| Change in Registered Office | INC-22 | 30 Days |
| Increase in Share Capital | SH-7 | 30 Days |
| Allotment of Shares | PAS-3 | 30 Days |
| Creation / Modification of Charge | CHG-1 | 30 Days |
Additional Fees for Late Filing with ROC
| Delay Period | Additional Fees |
|---|---|
| Up to 30 Days | 2 Times Normal Fees |
| 31 – 60 Days | 4 Times |
| 61 – 90 Days | 6 Times |
| 91 – 180 Days | 10 Times |
| Beyond 180 Days | 12 Times |
Note:
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Above mentioned late fees also depend on the Authorized Share Capital (ASC) of the company.
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Certain forms such as AOC-4 and MGT-7 attract ₹100 per day late fee without any upper limit.
Conclusion
A Private Limited Company must comply with post-incorporation, annual, and event-based compliances under the Companies Act, 2013 and allied regulations.
Timely compliance helps companies:
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Avoid heavy penalties
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Maintain smooth regulatory operations
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Improve credibility with stakeholders and authorities
Professional advisory services like Vittara Advisory help businesses manage ROC filings, statutory compliances, and regulatory requirements efficiently.
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