Home / Private Limited Company Compliance
Updated on 28 Sep 2023 9.00 AM IST | 4 min read
An Overview to Private Limited Company Compliance
A Private limited company has more compliance requirements in comparison to sole proprietorship, partnership firm & LLP. Private limited compliance includes periodic filing of tax & other returns, maintaining statutory books & accounts, holding board meetings, other meetings etc. Non-compliance will lead to penalties & may end up your business also in extreme cases. The compliance requirements may differ on the basis of nature of business, product or service provided, the volume of turnover etc. The statutory compliance's of a private limited company is given below –
Annual Compliance checklist for the Private Limited Company
- First board meeting - The first Board of Directors meeting should be held within 30 days of the Company's establishment.
- Subsequent board meetings
a) A minimum of four Board meetings per calendar year shall be held, with no more than 120 days between meetings.
b) Minimum of two meetings in each half of the calendar year for smaller companies, with a minimum break of 90 days between meetings.
- First Annual General Meeting - It should be held within nine months of the Company's first financial year's ending.
- Subsequent Annual General Meeting - Within six months period from the date of the financial year's ending. A period of no more than fifteen months shall elapse between the dates of one company's annual general meeting and the next.
- Disclosure of interest by Directors/Declaration - Each Director shall disclose his or her interest in form MBP-1 and declaration in form DIR-8 at the Board's first meeting of every financial year.
- Appointment of First Auditor - The Board of Directors should appoint the first auditor within 30 days of establishment.
- CAppointment of subsequent Auditor -
a) It will be appointed for five years at the AGM,
b) Within fifteen days of appointment at the Annual General Meeting.
- Filing of Financial statements, i.e. Form AOC-4 -It should be filed within 30 days of AGM.
- Annual return filing, i.e. form MGT-7 - It should be filed within 60 days of AGM.
- Filing of form ADT-1 - Form ADT-1 must be filed within 15 days from the date of the auditor's appointment.
- Statutory audit of accounts - Statutory audit should be done by the Chartered Accountant.
- Filing of Company Income tax return - 30th of September every year.
- KYC of directors - 30th of September
- Maintenance of statutory registers, Minutes books and records - All companies are advised to maintain several statutory registers in the required format, including a register of members, a register of charges, a register of directors and key management personnel and a register of loan and guarantee. You also need to maintain minutes of board and general meetings, books of accounts, attendance register, etc.
- Proof of circulation of Notice, Draft and Signed Minutes - It should be maintained for a period of three years after the end of the meeting.
- E-form DPT-3 - All companies with an outstanding loan/amount as of March 31 of each financial year are required to provide details and bifurcation of such outstanding amount by June 30, regardless of whether such amount falls within the definition of deposit or not.
- E-form MSME-I - If a company owes money to micro and small businesses and the payment is more than 45 days overdue, the company is required to provide the following information:
a) April to September by 31st October
b) October to March by 30th April
Event-based Compliances for the Private Limited Company
These are activated in response to the occurrence of specific events. There is paperwork involved in the process, and various deadlines apply to these tasks. In the case of non-compliance or simply a missed deadline, penalties, additional fees, or compounding of the offence may apply. As a result, it is critical to track the occurrence of such events and ensure that compliance requirements are completed on time.
- Director/KMP Change
- Increase in authorized share capital
- Increase in Paid-up share capital
- Change in the name of the Company
- Change in the registered office
- Change in secured borrowing
- Conversion of Company
- Appointment of directors
- Resignation of directors
- Dividend Declaration
- Payment revision of the Managing or full-time director remuneration
- Loans given to other Companies
- Creation of charge
- Modification of charge
- Filing of resolution and agreements
- Unpaid/Unclaimed dividend transfer to IEPF
- Shares transfer
Non-Registrar Compliance for Private Limited Company
Documents required for Annual Compliance for Private Limited Company
- Certificate of incorporation
a) PAN card
b) Incorporation certificate
c) Memorandum of association and Articles of Association of the Private Limited Company
- Audited Financial Statements
- Report - Audit & Board
- Auditing of Financial statements by the independent auditor
- DSC of the Director
- Active and accurate DSC of any of the director
Annual compliance benefits for a private limited company
- Avoid being a defaulter - Annual compliance filing is necessary for a private limited company to avoid severe penalties and additional fees in the event of non-compliance with the required forms.
- Invitation to prospective investors - Potential investors are keen on examining the organization's financial position to assure the company's creditworthiness. An investor can contact a company directly or monitor the progress of a regular filing on the MCA portal. As a result, prospective investors prefer to invest in a company that maintains a regular filing schedule for Private Limited Company annual compliance.
- Ensures Credibility - Every organisation must adhere to legal requirements. For various stakeholders, including investors, ministry tenders, and loan support purposes, the regular filing of annual compliances by a private limited business is a critical criterion for determining the company's reliability.
Procedure For Private Limited Company Annual Compliance Fulfillment
Penalty for Non-Compliance for Private Limited Company
- Late filing or non-filing of annual return will attract a penalty which is 12 times more than the normal fees.
- A Private company cannot be closed without the filing of a tax return.
- Therefore, it is best to file the annual return before the due date to avoid fines, penalties etc.
- Rs.10000 will be paid for the late filing of the Income-tax return.
Private Limited Company Compliance FAQ’S
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