Company Compliance Checklist: Annual & Event-Based

Incorporation is the start, not the finish. A private limited company has a steady rhythm of obligations — annual and event-based — and missing them is expensive. Here is the full picture.

Quick answer

A company must complete first-year filings (INC-20A, auditor appointment, share certificates, director KYC), an annual cycle (board meetings, AGM, AOC-4, MGT-7, DIR-3 KYC), and event-based filings whenever something changes (directors, address, name, capital, shares). All are mandatory regardless of activity.

Who this is for

Founders and directors of a private limited company, a One Person Company or a small company who want the whole obligation list in one place — with the section behind each item, the actual time limit, and what the government charges when you are late. It assumes you have already incorporated.

If you only need the ROC annual filings in depth, the ROC annual filing checklist goes deeper on AOC-4 and MGT-7 specifically, including how the AGM-linked deadline is really calculated. LLPs are on an entirely different regime and are not covered here.

Three tracks, not one list

The mistake most companies make is treating compliance as a single year-end task. It is three tracks running at different speeds, and only one of them is annual.

Event-based filings are the ones that quietly break things, because nothing prompts them. Nobody sends a reminder that you moved office.

First-year checklist

• Auditor appointment (ADT-1) within 30 days
• Share certificates within 60 days
• INC-20A (commencement) within 180 days, after capital is paid in
• Director DIR-3 KYC

That list is right, and here is what sits behind each item — plus the two things it does not mention.

The auditor. Section 139(6) puts this on the Board: the first auditor of a company other than a Government company is appointed by the Board within thirty days from the date of registration. If the Board fails, the members must appoint at an extraordinary general meeting within ninety days. That auditor holds office until the conclusion of the first AGM.

Share certificates. Section 56(4)(a) gives two months from incorporation for the subscribers to the memorandum, and 56(4)(b) two months from allotment for anything issued later. This is the one first-year item that produces a physical document a shareholder will eventually ask for, and it is the one most often skipped in the first year and reconstructed in a panic during diligence.

INC-20A. Section 10A applies to a company incorporated after the Companies (Amendment) Act, 2019 having a share capital. Two things must be true before you file: every subscriber to the memorandum has actually paid the value of the shares they agreed to take, and the company has filed verification of its registered office under section 12(2). Until the declaration is filed the company cannot lawfully commence business or exercise borrowing powers. This is not a formality — it is the switch that turns the company on.

The two things the original list does not mention are the first Board meeting within 30 days, and INC-22 where SPICe+ carried only a correspondence address. Both are easy, both are commonly missed, and INC-22 is a precondition for INC-20A.

Our post-incorporation compliance service covers this whole sequence, and the post-incorporation guide walks through it in order.

Worked example — the first eighteen months

Assumptions, stated so you can change them: a private limited company limited by shares, incorporated 18 May 2026; April–March financial year; authorised share capital ₹10,00,000; qualifies as a small company; SPICe+ carried only a correspondence address, so INC-22 is required; no AGM extension applied for; first AGM held on 20 September 2027.

Two features of that table are worth naming. The first six rows all cluster in the opening five months and all run from the incorporation date — miss the start and you miss several at once. And the AGM in row eleven was held three months before its due date, which pulled AOC-4 and MGT-7A three months forward with it. That is the correct trade: an early AGM means an early filing and a closed year, rather than a December scramble.

One wrinkle that catches later-in-the-year incorporations: under section 2(41), a company incorporated on or after 1 January takes its first financial year to 31 March of the following year. A company incorporated on 14 February 2027 has a first financial year of over thirteen months and files its first AOC-4 in 2029. Everything in the first six rows of the table above still applies to it on the ordinary clock.

The annual cycle

Now the precise version, with the two items that table leaves out.

The event date, and why a late AGM does not help

MCA's published fee logic for AOC-4, MGT-7 and MGT-7A does not count from the day the meeting happened. It counts from the earlier of your actual AGM date and the due date of that AGM, and then adds 30 days or 60 days.

The asymmetry matters. Hold the AGM early and your filing deadline moves forward with it. Hold it late and the deadline does not move at all — the AGM due date caps the clock, and the company is already late whether or not the meeting has taken place. The only thing that shifts the cap is a Registrar's extension under the third proviso to section 96(1), which allows up to three months for an AGM other than the first, is applied for in GNL-1 under the purpose "Extension of AGM", and is discretionary.

If you take one operational instruction from this article: fix the AGM date in April. Everything derived resolves itself from there. The ROC annual filing checklist works through the derivation with a full example.

Which annual return — MGT-7 or MGT-7A

MCA titles them "Annual Return (other than OPCs and Small Companies)" and "Abridged Annual Return for OPCs and Small Companies". A small company under section 2(85), with limits prescribed by rule, has paid-up capital of not more than ₹4 crore and turnover of not more than ₹40 crore — and is never a public company, a holding company, a subsidiary company, a section 8 company, or a body corporate governed by a special Act.

The subsidiary exclusion is the one that bites. A wholly-owned subsidiary with ₹1 lakh of capital and no revenue is not a small company and files MGT-7, not MGT-7A. The portal rejects the wrong form.

Board meetings — the requirement people forget

Section 173(1) requires the first Board meeting within thirty days of incorporation, then a minimum of four meetings each year, arranged so that not more than one hundred and twenty days intervene between two consecutive meetings. Both halves matter: four meetings bunched into one quarter fails the 120-day test.

Section 173(5) relaxes this for an OPC, small company or dormant company — at least one Board meeting in each half of a calendar year, with a gap of not less than ninety days between them. A One Person Company with only one director is outside section 173 and section 174 entirely.

Directors may participate in person or by video conferencing or other audio-visual means capable of recording and storing the proceedings. Notice is seven days in writing, with a shorter-notice route for urgent business. And under section 173(4), an officer whose duty is to give notice and who fails to do so is liable to a penalty of ₹25,000.

This is not box-ticking for its own sake. MGT-7 reports the meetings held and the attendance at each, so the minute book and the annual return have to agree.

DIR-3 KYC and DPT-3

DIR-3 KYC is due by 30 September for every individual holding a DIN as at 31 March of the previous financial year, where the DIN status is 'Approved'. It is the DIN holder's personal obligation, not the company's — which is why it is missed by resigned directors and by directors of dormant companies who assume nothing is due. There is no fee if you file on time. Miss it and the DIN is marked "Deactivated due to non-filing of DIR-3 KYC", and reactivating costs ₹5,000 and requires the form to be filed; MCA's own FAQ is explicit that reactivation is not automatic. A first-time filer, or anyone changing a KYC detail, must use e-form DIR-3 KYC; a returning filer with no changes may use the DIR-3 KYC-WEB service. Details are in the DIR-3 KYC guide, and DIR-3 KYC filing is the managed version.

A deactivated DIN blocks that director from signing any MCA form. One lapsed KYC can therefore stall an unrelated filing, a funding round or a change of directors until it is cleared.

DPT-3 is due by 30 June and is broader than its name suggests. It reports outstanding money or loans received by the company that are not treated as deposits under rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014, as well as deposits proper. A director's loan, a shareholder advance or money from a holding company sitting on the balance sheet is exactly what it is asking about.

Event-based filings

Changes trigger their own filings: director addition/removal (DIR-12), registered-office change (INC-22), name change (INC-24), capital increase (SH-7), MOA/AOA amendment (MGT-14), share transfer (SH-4).

Here they are with the section and the clock attached.

Three practical notes on that table.

DIR-12 runs from the event, not from a meeting. Section 170(2) is worded as thirty days from the appointment and thirty days from any change, so a resignation starts the clock the day it takes effect. Director addition and director removal both hang off this form.

SH-7 needs the altered memorandum with it. Section 64(1) says the notice is filed "along with an altered memorandum", so the capital clause has to be amended before the form goes in, not after. See authorised capital increase.

SH-4 is a delivery deadline, not a filing deadline. The instrument must reach the company within sixty days of execution; nothing goes to the Registrar. Miss it and the company cannot register the transfer unless the Board accepts an indemnity under the proviso to section 56(1).

Then there is registered office change, where the form is the easy part and the approval route depends on whether you are moving within the same city, to another ROC, or to another state.

What it actually costs

Three separate money items, routinely mashed into one.

Normal filing fee, set by the Companies (Registration Offices and Fees) Rules, 2014, charged per form, on nominal (authorised) share capital — not paid-up, which is the usual misreading:

Additional fee for late filing. Section 403(1) provides that a document under section 92 or section 137 filed late attracts an additional fee "which shall not be less than one hundred rupees per day"; the prescribed amount is ₹100 per day with no upper cap, running for delay beyond 30 June 2018.

That rate does not extend to other forms. Most carry a multiple of the normal fee:

ADT-1 sits on the same multiplier family with an extra first band of 1 time the normal fee for a delay of up to 15 days. Note the shape of the difference: the multiplier forms are bounded at 12 times, while AOC-4 and MGT-7 are not bounded at all. Being three years late on a ₹400 form costs about ₹4,800 in the first case and over ₹1,00,000 in the second.

DIR-3 KYC is nil by the due date and ₹5,000 after it.

A professional fee, if you use a firm, is a fourth item and should be quoted separately from all three. That is how company annual compliance prices it.

Why it matters

Late ROC filings attract ₹100/day per form with no cap, and prolonged default can disqualify directors. Clean compliance is also checked in every fundraising due diligence.

There is a second liability behind the fee, and the two are frequently confused. The fee under section 403 is what you pay at the payment screen when you finally file. The penalty is what you owe for having failed to file, and it is adjudicated separately by an officer of the Ministry. Paying the fee does not extinguish the penalty.

Director disqualification is the provision that turns a paperwork lapse into a personal one. Under section 164(2)(a), a person who is or has been a director of a company that has not filed financial statements or annual returns for any continuous period of three financial years is ineligible for re-appointment in that company, or appointment in any other company, for five years. The trigger is the company's default, not a finding against the individual, and it follows the person to every other board they sit on. One narrow proviso protects a director appointed to an already-defaulting company for six months from appointment.

The failure path

Nothing happens for a long time, and then several things happen at once.

Months 1 to 6. The additional fee accrues at ₹100 a day per form. Nothing arrives in the post; the meter is only visible at the payment screen.

Around a year. The company's MCA master data shows a stale last-filing date. It is public, so a bank, a buyer or an investor finds it long before the Registrar acts.

Then. The Registrar may issue a notice, or an adjudicating officer may issue a show-cause notice under section 454 for the section 92 or 137 default. From that point, how quickly you respond changes what relief is available.

At three continuous financial years. Section 164(2)(a) disqualification attaches to every director, at all their companies.

Where the registry suggests no business. The Registrar may act under section 248 to strike the name off; for a company that never filed INC-20A, section 10A(3) gives an express route to the same result. Restoration runs through the Tribunal and costs far more than the filings would have.

The recovery route

If you are behind, work in this order.

1. Establish the real position from the company's MCA master data and its filing history. Assumptions about which years were filed are often wrong.
2. Clear any deactivated DIN first. A director who cannot sign blocks everything downstream.
3. Finalise and audit the accounts for each pending year. This is the actual work; the forms are the easy part.
4. File oldest year first, so later years reconcile to earlier ones and prior-year figures prefill.
5. Compute the additional fee before you commit, so the total is a decision rather than a discovery.
6. Catch up the event-based backlog too. A director change from three years ago that was never filed will surface in the next diligence, and it is cheap to fix on a multiplier form and awkward to explain.
7. Then run a calendar. A ROC compliance calendar with a reminder against each date solves a problem that is almost entirely about forgetting.

Check whether a facilitation scheme is open

MCA periodically opens a scheme that cuts the cost of catching up. These are real, materially cheaper, time-limited, and not extended on request.

The most recent is the Companies Compliance Facilitation Scheme, 2026, notified by General Circular No. 01/2026 dated 24 February 2026 under section 460 read with section 403. It allowed a company to complete pending annual filings by paying only 10% of the additional fee otherwise payable, to take dormant status under section 455 by filing MSC-1 at half the normal fee, or to apply for strike off by filing STK-2 at 25% of the applicable fee. It covered MGT-7, MGT-7A, AOC-4 and its variants, ADT-1, FC-3 and FC-4, and the older Companies Act, 1956 forms.

It was not open to a company already facing a final striking-off notice under section 248, one that had itself applied for strike off, one that applied for dormant status before the scheme began, one dissolved under an amalgamation, or a vanishing company.

Its immunity provision answers the fee-versus-penalty problem directly: by the express proviso to section 454(3), proceedings under section 92 or 137 are concluded and no penalty is leviable where the filing is made under the scheme before the adjudicating officer issues notice, or within thirty days of that notice. After those thirty days, or once an adjudication order is passed, the fee relief still applies but the penalty stands.

The scheme opened on 15 April 2026 and was extended to 31 August 2026 by General Circular No. 03/2026 dated 8 July 2026, which also records that Registrars will take action at its conclusion against companies that did not use it. If you are reading this later, check MCA's current circulars rather than assuming a successor exists.

Registers and records

The statutory registers are not an annual exercise. They are written up as things happen, because MGT-7 reports members, transfers, directors, meetings and attendance — and the annual return has to agree with the register, not the other way round.

Keep at the registered office: the register of members; the register of directors and key managerial personnel and their shareholding, under section 170(1); the register of charges; the register of share transfers; and the minute books for Board and general meetings. Under section 171, members have a right to inspect the register of directors and to receive copies free of cost within thirty days, and it must be open for inspection at every AGM.

When a diligence process starts, this is what gets read. A clean minute book with resolutions that match the forms filed is worth more in that room than any summary of them.

Common mistakes

• Treating a no-activity year as no-compliance
• Missing INC-20A or the annual filings
• Skipping DIR-3 KYC and deactivating the DIN
• Not filing event-based changes on time
• Assuming a late AGM extends the filing deadline — it does not; MCA counts from the earlier of the AGM date and its due date
• Filing ADT-1 within 30 days of an AGM appointment, when the statutory window is 15 days from that meeting
• Holding four board meetings but bunching them, and failing the 120-day gap test
• Filing MGT-7A for a subsidiary because it is small — the subsidiary exclusion is absolute
• Reading the filing fee off paid-up capital when the scale runs on nominal (authorised) capital
• Assuming ₹100 per day is the universal rate; it applies to sections 92 and 137, and other forms use multipliers
• Skipping DPT-3 because the company thinks it has no deposits, when the return also covers loans and non-deposit amounts
• Leaving the registers to be reconstructed at year end, after the annual return has already been filed

The calendar, in one page

For a 31 March year end with no AGM extension:

If the company is genuinely inactive, two options beat filing nil returns forever: dormant status under section 455 keeps it alive on the register with a reduced load, and strike off closes it properly. An OPC runs a lighter version of the same calendar — see OPC compliance.

Run a compliance calendar from day one, and none of this becomes a fire drill.

Sources and currency

Applies to: Financial year 2025-26 cycle, AGM season 2026. India — Companies Act, 2013.

Sources checked against primary instruments on 2026-08-19. MCA forms, fees, due dates and relief schemes change by notification; confirm the current position on the MCA portal before you file. Nothing here is a substitute for advice on your company's own facts.

• Companies Act, 2013 — consolidated bare Act (India Code): s.10A, s.12, s.39, s.56, s.64, s.92, s.96, s.117, s.137, s.139, s.164, s.170, s.173, s.403
• MCA instruction kit — Form INC-20A (commencement of business, 180 days)
• MCA instruction kit — Form INC-22 (registered office, 30 days)
• MCA instruction kit — Form ADT-1 (auditor appointment, 15 and 30 day limits)
• MCA instruction kit — Form DPT-3 (30 June due date)
• MCA instruction kit — Form AOC-4 (fee rules and event date)
• MCA instruction kit — Form MGT-7 (fee rules and event date)
• MCA instruction kit — Form SH-7 (alteration of share capital, 30 days)
• MCA FAQ — DIR-3 KYC (rule 12A, due date, ₹5,000 fee)
• MCA General Circulars — including the Companies Compliance Facilitation Scheme, 2026