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Also Read: How To Start A Single Person Company in India

What is ROC Compliance?

The Registrar of Companies (ROC) is a government authority under the Ministry of Corporate Affairs (MCA) that oversees company administration in India. ROC compliance refers to the process of filing reports, forms, and returns that are legally mandated to ensure transparency and accountability in a company’s operations.

For Pvt Ltd companies, ROC compliance involves:

1. Holding board and shareholder meetings.

2. Filing annual returns and financial statements.

3. Notifying ROC about significant business events.

4. Maintaining statutory records.

These filings give the government and stakeholders a clear picture of the company’s financial health, governance, and overall operations.

Also Read: How To Start A Startup In India

Why ROC Compliance is Important for Pvt Ltd Companies

Failing to meet compliance requirements can have serious consequences. Here’s why ROC compliance matters:

1. Legal Requirement – Non-compliance can result in heavy fines and penalties.

2. Business Credibility – Investors, banks, and clients often check a company’s compliance history before engaging.

3. Avoiding Director Disqualification – If a company fails to file returns for three consecutive years, its directors may be disqualified.

4. Access to Funding – Compliance history is a major factor when applying for loans or attracting investors.

5. Maintaining Active Status – ROC can strike off non-compliant companies from its register, making them inactive.

Also Read: Legal Compliances Checklist For Startups In India

Types of ROC Compliances

ROC compliances for Pvt Ltd companies can be divided into two main categories:

1. Mandatory Annual Compliances – Regular filings and actions that must be performed every year.

2. Event-Based Compliances – Filings that are triggered by specific company events such as a change in directors, office address, or issue of shares.

Let’s break these down in detail.

Also Read: How To Register Your Startup In India 5 Simple Steps For Registration

Mandatory Annual ROC Compliances

1. First Board Meeting

1. A company must conduct its first board meeting within 30 days of incorporation.

2. Thereafter, at least two board meetings every year must be held, with a gap of not more than 120 days between two meetings.

3. Notice of the meeting must be given at least 7 days in advance.

4. Form MBP-1 must be filed by directors disclosing their interests in other entities.

Also Read: The Startup India Scheme

2. Annual General Meeting (AGM)

1. Except One Person Companies (OPC), every Pvt Ltd company must hold an AGM.

2. First AGM must be held within 9 months from the end of the first financial year.

3. Subsequent AGMs must be held within 6 months from the end of the financial year, but the gap between two AGMs cannot exceed 15 months.

4. At the AGM, shareholders approve financial statements, appoint/reappoint directors and auditors, and review board reports.

Also Read: Top 10 Legal Mistakes Every Startup Founder Must Avoid

3. Filing of Annual Returns – Form MGT-7

1. Every Pvt Ltd company must file its Annual Return (Form MGT-7) within 60 days of AGM.

2. It contains details like:

   1. Shareholding pattern.

   2. List of directors and key managerial personnel.

   3. Details of meetings.

   4. Share transfers.

4. Filing of Financial Statements – Form AOC-4

1. Financial statements, including the Balance Sheet, Profit & Loss Account, and Board Report, must be filed with ROC in Form AOC-4 within 30 days of AGM.

2. Financial statements must be audited by a Statutory Auditor before filing.

5. Income Tax Return Filing

1. Apart from ROC filing, companies must file Income Tax Returns (ITR-6) every year, irrespective of profit or loss.

2. The due date is 30th September of the assessment year (unless extended by the government).

6. Statutory Registers Maintenance

Every Pvt Ltd company must maintain:

1. Register of Members.

2. Register of Directors.

3. Register of Charges.

4. Minutes of Board & General Meetings.

5. Register of Share Allotment.

These must be kept updated and available for inspection.

7. Director Identification Number (DIN) KYC – Form DIR-3 KYC

1. Every director must file DIR-3 KYC annually with updated personal details.

2. Non-filing leads to DIN deactivation and a penalty of ₹5,000.

8. Appointment of Auditor – Form ADT-1

1. A company must appoint its first auditor within 30 days of incorporation.

2. Subsequent auditors are appointed for 5 years in the AGM, and details must be filed with ROC using Form ADT-1.

9. Commencement of Business – Form INC-20A

1. Every Pvt Ltd company incorporated after 2019 must file INC-20A within 180 days of incorporation.

2. This is mandatory before starting business operations or borrowing funds.

Also Read: Procedure, Document Checklist And Costs For Incorporation Of A Private Limited Company

Event-Based ROC Compliances

Event-based compliances arise when specific changes or activities take place within the company. Some of the common ones include:

1. Change in Directors – Form DIR-12

• Any appointment, resignation, or change in designation of directors must be filed with ROC within 30 days.

2. Change in Share Capital – Form SH-7

1. Alteration of authorized share capital requires filing SH-7 within 30 days.

2. For allotment of new shares, Form PAS-3 must be filed within 15 days.

3. Change in Registered Office – Form INC-22 / MGT-14

1. Shift within the same ROC jurisdiction – file INC-22.

2. Shift to another ROC jurisdiction – requires MGT-14 + RD approval.

4. Charge Creation / Modification – Form CHG-1

• When a loan is taken by creating a charge on company assets, the charge must be filed with ROC in Form CHG-1 within 30 days (extendable to 120 days with additional fees).

5. Satisfaction of Charge – Form CHG-4

• Once the loan is repaid, the company must file CHG-4 within 30 days to record charge satisfaction.

6. Auditor Resignation – Form ADT-3

• If an auditor resigns, the company must file ADT-3 within 30 days.

7. Delay in MSME Payments – Form MSME-1

• If payments to Micro and Small Enterprises are delayed beyond 45 days, the company must report the details bi-annually in Form MSME-1.

8. Return of Deposits – Form DPT-3

• Every company that accepts deposits or loans must file DPT-3 annually before 30th June.

9. Resolutions and Agreements – Form MGT-14

• Special resolutions and certain board resolutions must be filed with ROC in MGT-14.

10. Substantial Beneficial Ownership – Form BEN-2

• Companies must disclose details of any individual holding 25% or more beneficial ownership in Form BEN-2.

Also Read: Company Name Reservation Process Reserve Unique Name Requirements and Process

Penalties for Non-Compliance

Non-compliance can lead to heavy fines. Here are some common penalties:

• Failure to hold AGM – ₹25,000 on the company + ₹5,000 on every officer.

• Non-filing of Annual Return (MGT-7) – ₹100 per day of delay.

• Non-filing of Financial Statements (AOC-4) – ₹100 per day of delay.

• Non-filing of DIN KYC – DIN deactivation + ₹5,000 penalty.

• Failure to file INC-20A – ₹50,000 on company + ₹1,000 per day on directors.

Also Read: Setting up a Sole Proprietorship Business in India

Practical Tips to Stay ROC Compliant

1. Maintain a Compliance Calendar – Track all due dates.

2. Hire a Professional – A Company Secretary (CS) or Chartered Accountant (CA) can help avoid mistakes.

3. Use Technology – Many compliance management software tools can send reminders and help with filings.

4. Conduct Regular Internal Audits – Ensure registers, books, and minutes are updated.

5. Don’t Ignore Small Penalties – Delays accumulate into huge amounts.

Also Read: Things Nobody Told You About Setting up a Private Limited Company

Common Myths About ROC Compliance

• Myth 1: Small companies don’t need to comply.

  • Fact: ROC compliance is mandatory regardless of turnover or profit.

• Myth 2: Non-operational companies are exempt.

  • Fact: Even dormant companies must file returns unless formally closed.

• Myth 3: Penalties are minor.

  • Fact: Penalties can run into lakhs, along with director disqualification.

Also Read: How Can We Check Whether A Company Is Registered Or Not?

Latest Updates in ROC Compliance (2025)

1. MCA’s V3 portal has simplified filing processes with e-forms now integrated into an online dashboard.

2. Additional disclosures in financial statements are now mandatory, including CSR expenditure and related party transactions.

3. Small companies benefit from relaxed compliance norms, such as exemption from certain board meetings.

Also Read: Partnership Agreement Between Two Companies

Conclusion

ROC compliance for Pvt Ltd companies may seem overwhelming at first glance, but with proper planning and expert help, it becomes manageable. Compliance ensures transparency, builds credibility, protects directors from penalties, and allows businesses to grow smoothly.

If you are a business owner, consider consulting a legal compliance expert to handle your ROC filings. This allows you to focus on business growth while ensuring that your company remains legally sound.

Also read Partnership firm v. LLP in India. 

The process of SPICe (Simplified Proforma for Incorporating Company Electronically) Private Limited Company Incorporation Filing Process is required to be done. SPICe is a single form that integrates the applications for Reservation of Company Name, Allotment of DIN for Directors and Incorporation of a New Company along with allotment of Permanent Account Number (PAN) and Tax Collection and Deduction Account Number (TAN) to the New Company.

Procedure followed

The essential paperwork needs to be filed on the official MCA website (www.mca.gov.in), which ensures a quick and uncomplicated process. With the "Make in India" initiative, the Indian government currently supports the incorporation of businesses in India. It is only after following the procedures outlined in the Act that the company can be formed and started. The steps that are followed to register a private limited company are as below. It takes around 15 to 18 days to complete the entire procedure.

1. The very first step to register a private limited company is to obtain the DSC (Digital Signature Certificate) of the Directors and Subscribers to Memorandum of Association. An e-form is filed with the Ministry after attaching the DSC of the Authorized Signatory for incorporation of the Company. Also, it is required for the application of DIN of the directors. Further, DSC of the subscriber is needed to file Memorandum of Association and Articles of Association.
2. The next step is to obtain the Director Identification Number (DIN). Under this registration step, the Ministry allots the DIN to the Individual for acting as Director in a company. It is basically a unique number such as PAN Card allotted to any person and which is applied and allotted once in the lifetime.
3. The next stage in the company registration process is to submit an application for the proposed firm's name reservation. The application must be submitted on Form INC-1, which allows for a maximum of six names to be submitted in order of preference. It is important to note that the names chosen are not identical to or substantially equivalent to any existing Company, LLP, or Registered Trademark. Once the name is approved, it is reserved for the applicant for a period of 60 days, during which time the applicant must apply for company incorporation; failure to do so will result in the name being revoked by the Ministry.
4. Once the prospective company's name has been reserved, fill out the Application for Certificate of Incorporation in SPICe form and attach the SPICe MOA and SPICe AOA. The application is submitted by paying the required Stamp Duty on the portal, as applicable in the concerned state. Once the application is filed, an online form for the company's PAN and TAN is generated, which must be completed and sent along with the DSC and MCA. The concerned Registrar of Companies may give the Certificate of Incorporation after thorough examination of the application and supporting papers (COI). It is a conclusive confirmation of the company's existence, containing the date of incorporation, Company Identification Number (CIN), and Permanent Account Number (PAN), as well as the Registrar's signature and seal. As soon as the Certificate of Incorporation is issued, the firm can begin operating as soon as the Incorporation procedure is completed.

You may also like to read MSME Registration in India

Documents Required

Ensuring proper documentation is an integral aspect of the registration process of the Private Limited Company. The documents thus required for the registration of a private limited company are as follows:

• Directors and Shareholders’ Identity Proofs such as PAN card, Aadhaar Card / Passport / Driving License / Voter Identity Card; Address Proofs such as Telephone Bill / Mobile Bill / Electricity Bill / Water Bill; Bank Statement; Passport size Photographs. All the Copies of documents being self-attested by the applicant.
• Documents are to be signed by the Directors include the Consent to Act as Director: Form DIR-2, Details for DIN, Declaration of DIN.
• Documents to be signed by Shareholders include the Application for Digital Signature Certificate; Declaration by Subscribers & Director: INC-9 4. A no-objection letter from the Owner of Address to use the address of the registered office of the Company.

Costs incurred

India has a diverse range of business types, businesses, and services. Regardless of the sort of business, all of them require some form of government registration. For example, GST registration, VAT registration, IEC registration if you are in the import export business, Professional Tax registration, EPF registration if you are in some type of profession, MSME registration if you are a small and medium firm, and so on. Professional fees, as well as government fees, are associated with several types of registration. Registration fees might range from INR 1500 to INR 15000, depending on the complexity of the activities, state taxes, and other factors. The fees for forming a Private Limited Company vary depending on a variety of parameters such as the amount of capital, the number of shareholders, and the number of directors, among others. The cost of forming a Private Limited Company in India (Pvt Ltd Company Registration) ranges from INR 6,000 to INR 30,000, depending on the number of directors, members, authorised share capital, and professional expenses. The cost of a professional may be determined by the task's complexity. A minimum paid-up capital of Rs. 1 lakh is required for a private limited company. It could go even higher, as MCA may prescribe from time to time.

Also read Which Is Better For A Small Sized Company: LLP Or Partnership?

Requirements for setting up a Private Limited Company

Following are the requirements for setting up a private limited company:-

1. Members: The minimum number of members are two and the maximum number of members are 200 for setting up a Private Limited Company. If two or more persons are jointly holding shares in a private limited company, then they would be considered as a single member. Also, the persons who are are present or past employees will not be counted in the number of members. 
2. Memorandum of Association: The Memorandum of Association is the guiding document of a company. It contains the Name of the Company with last words “Private Limited”, details of the Registered Office, objects for which the company was formed and what would be the liability of its members. 
3. Articles of Association: The Articles of Association shall contain Regulations for management of the Company. It regulates the relations inside the company and between the members. 
4. Directors: There should be minimum 2 Directors in the case of a Private Limited Company.
5. Minimum Authorized Capital: A private limited company requires a minimum Authorised capital of INR 1 Lakh. This is the money, the company receives from its shareholders.
    

Steps for setting up a Private Limited Company

The following steps are required to be followed while setting up a private limited company: 

1. Apply for the Digital Signature Certificate (DSC) of the proposed Directors of the Private Limited Company.
2. Apply for the Director Identification Number (DIN) of the proposed Directors of the Private Limited Company.
3. Apply for the availability of names. Make sure to choose a unique name.
4. File an application for Incorporation of Company with the Registrar within the jurisdiction of the registered office of the company. 
5. File of Memorandum of Association (MoA) and Articles of Association (AoA).
6. Apply for PAN and TAN of the Private Limited Company
7. The Registrar of Companies (RoC) issues Certificate of Incorporation along with PAN and TAN of the Private Limited Company.
8. Open a Current account on the Private Limited Company’s Name.

The Ministry of Corporate Affairs has now prescribed a default option by the name of Simplified Proforma for Incorporating Company Electronically (SPICe). A Form INC-32 is to be filed through the means of SPICe. Along with this, there is also filing of eMoA (Electronically Memorandum of Association) and eAoA (Electronically Articles of Association. These are in forms INC-33 and INC-34 respectively. 

Those who read this article also consulted a Startup Expert. 

Conclusion

A private limited company is a preferred entity for startups as it is easier to offer equity in return for funding. A private limited company also enables the founders to issue shares to employees and ensure attractive employee benefits and hiring and retention of good talent