ROC Compliance For Private Limited Company In India

You might think, “The company is incorporated (Officially Registered), so everything is done.” But that is not true; registration is only the first step. After the company Is Registered, the real responsibility begins, and one of the most important aspects of running a company is following the ROC rules. ROC stands for Registrar of Companies. It is a government office that keeps records of all companies in India. Every company must share important information with the ROC, including the names of its directors, its financial position, and its financial reports. This helps the government make sure that companies are genuine and are following the law. If a company does not submit these documents on time or ignores ROC rules, it can face heavy penalties, directors may get disqualified, and the company may run into legal trouble. So, even though your company is registered, you still need to follow all ROC compliances to keep your business active and legally safe. This blog is your practical and legal roadmap to understanding and mastering all the essential ROC compliances for private limited companies under the Companies Act, 2013.

By the end of this blog, you will know:

• What ROC compliance entails.
• The three main types of filings.
• A comprehensive, form-by-form annual checklist.
• A clear compliance calendar to keep you penalty-free.

What Is ROC Compliance For A Private Limited Company?

ROC compliance for a Private Limited Company simply means following all the legal filing rules of the Registrar of Companies (RoC) under the Ministry of Corporate Affairs (MCA). The RoC keeps the official record of every company in India – its directors, share capital, financial statements, charges, and key changes.

Who Is the Registrar of Companies (RoC)?

The Registrar of Companies (RoC) is the government authority that regulates and maintains the official records of companies and LLPs in India. RoC offices work under the Ministry of Corporate Affairs (MCA) and are responsible for keeping all company data updated on the MCA portal – such as incorporation details, directors, share capital, annual returns and charges. In simple words, the RoC makes sure that every Private Limited Company and LLP follows the Companies Act, 2013 and files the required ROC forms and returns on time. When you do ROC compliance, you are basically filing your company’s legal documents and updates with the RoC so that your business stays legal, active and transparent in the eyes of the government.

This covers:

• One-time / post-incorporation filings
• Annual ROC filings
• Event-based filings (whenever something changes in the company)

Types Of ROC Compliance

From a founder’s point of view, ROC compliance for a Private Limited Company in India can be understood in three simple buckets:

1. One-time / Post-Incorporation ROC Compliances

These are compliances you do once after company registration to “activate” the company on MCA records. For example:

• Form INC-20A – Declaration for commencement of business.
• Appointment of first auditor (often reported via Form ADT-1, if applicable)
• First Board Meeting and issue of share certificates.

2. Annual / Periodic ROC Compliances

These are yearly ROC filings that every Private Limited Company must do, whether big or small:

• AOC-4 – Filing of audited financial statements
• MGT-7 / MGT-7A – Annual return of the company
• ADT-1 – Auditor appointment / re-appointment (when due)
• DPT-3 – Return of deposits and certain loans
• DIR-3 KYC / DIR-3 KYC Web – Annual KYC of each director’s DIN

3. Event-Based ROC Compliances

These compliances are triggered only when a specific event happens in the company:

• Change in directors – appointment, resignation, change in designation
• Change in share capital – allotment of shares, transfer, increase in authorised capital
• Change in registered office – within city, within state, or from one state to another
• Creation, modification or satisfaction of charge – loans secured against company assets

Why ROC Compliance Matters: Benefits vs Risks

ROC compliance is not just “paperwork” – it decides whether your Private Limited Company stays legally active, trusted and fundable, or slowly moves towards penalties, strike-off and director disqualification.

Benefits of ROC Compliance (Private Limited Company)

• The company stays legal and compliant on MCA / ROC records.
• Keep your company’s legal status “Active” on the MCA portal.
• Build trust with banks, investors, vendors and clients.
• Avoids late fees and heavy penalties on ROC forms.
• Helps in easy loan, funding and due diligence.
• Keeps directors safe from disqualification.

Risks of Ignoring ROC Compliance (Non-Compliance)

• The company may face strike-off from the MCA and legal action.
• High penalties and additional ROC fees.
• Loss of trust – lenders and clients avoid the company.
• Loan and funding rejections during due diligence.
• Directors’ disqualification blocks them from other companies.
• Disqualification of directors, who may then be unable to start or manage any other company.

Stay stress-free with ROC compliance packages for Private Limited Company- filings, due dates, and end-to-end support.

One-Time & Post-Incorporation ROC Compliances For Pvt Ltd Companies

After Private Limited Company registration in India, a few one-time ROC compliances must be completed so that the company becomes fully “active” on MCA records. These are called post-incorporation ROC compliances, and they are mandatory even for small or zero-revenue companies.

Key One-Time ROC Compliances

This paragraph tells you the first things you must complete after incorporating a Private Limited Company in India, a simple list of one-time ROC compliances and post-incorporation compliances, including which forms to file (like INC-20A/ADT-1), what records to maintain (first board meeting minutes), and the key due dates, so your company can legally start operations, open a bank account, and stay compliant.

1. Commencement of Business – Form INC-20A

• Section: Section 10A of the Companies Act, 2013
• Form: INC-20A
• Due date: Within 180 days of incorporation
• What it does: Confirms that the company has received share capital from its subscribers.
• Key attachments:
• • Director’s declaration
  • Company bank statement showing receipt of subscription money

This is compulsory for all companies having share capital. Without INC-20A, the company cannot legally start a business or borrow money.

2. First Board Meeting

• Section: Section 173(1)
• Form: No ROC e-form – internal compliance only
• Due date: Within 30 days of incorporation
• Key records:
• • Minutes of the Board Meeting
  • Attendance sheet

Typical agenda items include:

• Opening the company’s current bank account
• Approving the issue of share certificates
• Appointment of the first auditor
• Taking disclosure of interest from directors

3. Issue of Share Certificates – Form SH-1 (Format)

• Rule: Rule 5(2) of the Companies (Share Capital and Debentures) Rules, 2014
• Form: SH-1 (format of share certificate; not an e-form)
• Due date: Within 60 days of incorporation or share allotment
• Key actions:
• • Prepare physical share certificates in SH-1 format
  • Get them properly stamped, signed by authorised signatories and issued to all shareholders

Share certificates are the basic proof of shareholding in a Private Limited Company.

4. Appointment of First Auditor – Form ADT-1 (if applicable)

• Section: Section 139(6) (first auditor) / Section 139(1) (regular term)
• Form: ADT-1 (for intimation to ROC, where applicable)
• Due date:
• • First auditor: within 30 days of incorporation by the Board;
  • Subsequent appointment: within 30 days of AGM by members.
• Key attachments:
• • Board Resolution or shareholder resolution
  • Auditor’s written consent and eligibility certificate

The first auditor is responsible for signing the company’s first set of financial statements, so this is a critical early compliance.

Other Initial Compliance Touchpoints (Non-ROC but Important)

These are not ROC forms, but they are essential post-incorporation compliances for a Private Limited Company:

• Opening Company Current Account
  Open a current bank account in the company’s name to receive share capital and run business transactions. This is also needed for filing INC-20A.
• PAN and TAN
  PAN and TAN are usually allotted along with incorporation, but you must ensure they are downloaded, updated with the bank, and used for all tax-related work.
• Other Registrations (as applicable)
• • GST registration – if your business crosses the GST threshold or requires GST from day one
  • MSME / Udyam registration – useful for startups and small businesses to claim benefits
  • Shops & Establishments registration – required in many states for offices, shops and commercial premises

Together, these one-time ROC compliances and initial registrations make your Private Limited Company fully ready for legal, banking, tax and operational compliance in India.

Annual ROC Compliance For Private Limited Company – Year-on-Year

This is the most critical section. These are the mandatory, recurring filings that must be submitted annually for the financial year (FY) ending March 31.

Annual Compliance Summary Table

This section gives a quick annual ROC compliance checklist for a Private Limited Company in India. Use this table to track ROC forms, due dates, sections and who is responsible for each filing.

Note: (Due dates are based on the assumption that the AGM is held on September 30th, the statutory deadline. Always check the official MCA portal for any extensions.)

ROC Filing for Financial Statements – AOC-4

This form applies to all private limited companies and is the official way to file your audited financials with the RoC.

• Due Date: Within 30 days of the conclusion of the Annual General Meeting (AGM).
• Contents/Attachments: Audited Balance Sheet, Profit & Loss Account, Board’s Report, Auditor’s Report, and Cash Flow Statement (if applicable, generally not mandatory for small companies).
• XBRL Requirement: While most small private companies are exempt, a certain class of companies are required to file the AOC-4 in the eXtensible Business Reporting Language (XBRL) format.

ROC Filing for Annual Return – MGT-7 / MGT-7A

The Annual Return captures the internal structure and workings of the company for the FY.

• Due Date: Within 60 days of the conclusion of the AGM.
• Distinction: 
• • MGT-7A: Applicable to Small Companies and One Person Companies (OPCs). A company qualifies as a Small Company if its Paid-up Share Capital does not exceed ₹4 Crores AND its turnover does not exceed ₹40 Crores (as per the latest definition).
  • MGT-7: Applicable to all other companies.
• Key details captured: Shareholding pattern, director details, details of Board and General Meetings held, and penalties or compounding done.

Return of Deposits – DPT-3

This is an often-missed form. It must be filed by every company (except a government company) which has outstanding loans or money received.

• Due Date: By 30th June each year for the preceding financial year.
• Purpose: To furnish information relating to deposits and/or outstanding loans/money received (including certain loans from directors or shareholders which are treated as ‘exempted deposits’). Even if you have no deposits/exempted loans, you must file a ‘Nil’ return.

Director KYC – DIR-3 KYC / DIR-3 KYC Web

This is a director's personal annual compliance.

• Due Date: By 30th September each year.
• Applicability: Mandatory yearly KYC for every individual who holds a Director Identification Number (DIN) as of March 31st of the financial year.
• Non-Compliance: Non-filing results in the deactivation of the DIN and attracts a late fee of ₹5,000 for reactivation.

Other Key Annual ROC Touchpoints

• MSME-1 (Half-yearly): Mandatory filing for companies with outstanding dues to Micro or Small Enterprise suppliers for more than 45 days. Due dates are April 30 (for October-March) and October 31 (for April-September).
• BEN-2: For reporting a Significant Beneficial Owner (SBO)- an individual who holds ultimate control (usually 10% or more indirectly). Filing is required within 30 days of receiving the declaration (BEN-1).
• Statutory Records: Maintenance and updating of statutory registers (e.g., Register of Members, Directors, Charges) and Minutes of Board/General Meetings are essential, even if they aren't forms filed with the ROC.

Event-Based ROC Compliance For Private Limited Companies

These filings are only triggered by a specific corporate event.

Common Event-Based Forms & Triggers

ROC Compliance Calendar for Private Limited Companies (FY 2025–26 Template)

To ensure your ROC compliance for a private limited company is seamless, use this month-wise calendar template. (Note: This assumes a March 31st year-end.)

Calendar for Annual ROC Compliances

This calendar is a simple ROC compliance due-date tracker for a Private Limited Company in India, organised quarter-wise so you don’t miss key filings.

Calendar for Half-Yearly / Special Filings

This table shows two important event-based/periodic ROC compliances that companies often miss- MSME-1 (half-yearly return) and BEN-2 (SBO return)- with the period covered and exact due dates.

Conclusion

Mastering ROC compliance for a private limited company is not a luxury; it is a fundamental requirement for the legal and financial health of your business. As an expert Indian lawyer, my advice is simple: Do not wait for the deadline. Late filings lead to compounding penalties, director disqualification, and loss of business credibility. By understanding the three types of compliance, One-Time, Annual, and Event-Based, and leveraging a clear compliance calendar, you can easily navigate the Companies Act, 2013, and focus on what you do best: growing your company.

Disclaimer: This blog is for general informational purposes only and does not amount to legal advice or a professional opinion. For verified guidance on your specific case/compliance, please connect with our legal experts for an online legal consultation.