Private Limited Company / OPC Compliance

Private Limited Company / OPC Compliance: complete guide

Introduction

Incorporating a private limited company or a One Person Company is only the first step. Once registered, the company becomes subject to a continuing set of obligations under the Companies Act, 2013, the income tax law and other laws that apply to its business. Every year, regardless of whether it made a profit or did any business at all, the company must have its accounts audited, prepare financial statements, hold the required meetings, file its financial statements and annual return with the Registrar of Companies, file its income tax return, and keep its statutory registers and minutes up to date. Directors must complete their annual KYC, and the company must report a range of events, from the appointment of directors to changes in its registered office, within fixed time limits.

These requirements exist because a company enjoys the benefits of limited liability and a separate legal identity. In return, the law expects transparency. The company's filings are available on the public register, and banks, investors, customers and government departments rely on them to judge the company's standing. A company that falls behind on its filings faces additional fees for each day of delay, penalties on the company and its officers, and, in serious cases, disqualification of its directors and removal of its name from the register.

The rules are not identical for every company. A One Person Company and a small company enjoy some relaxations: for example, a One Person Company does not need to hold an annual general meeting, and the number of board meetings required is lower. Financial statements of a One Person Company and a small company need not include a cash flow statement. But core obligations such as audit, annual filings and director KYC apply to all. As the company grows, more requirements apply, such as internal financial controls, cost records, secretarial audit or corporate social responsibility, depending on its size and type.

Our annual compliance package for private limited companies and One Person Companies brings all the core filings together. Our team of company secretaries and chartered accountants keeps a compliance calendar for your company, prepares the minutes and registers, coordinates with your statutory auditor, prepares and files the forms with the Registrar, files the company's income tax return, and completes director KYC. Company law forms, fees and procedures change from time to time, and we check the current requirements at the time of each filing.

Who Needs It

Annual compliance is mandatory for every private limited company and One Person Company registered in India, including:

• Newly incorporated companies. The first year brings specific obligations, such as appointing the first auditor within thirty days, filing the declaration for commencement of business within one hundred and eighty days, and holding the first board meeting within thirty days of incorporation.
• Startups and small businesses that want to focus on building the business while a professional team handles the filings.
• One Person Companies run by solo founders, which still need audits, annual filings and income tax returns.
• Companies with no business activity. A company that has not started operations, or has stopped them, must still file every year unless it obtains dormant status or is closed.
• Subsidiaries of foreign companies, which have additional foreign exchange reporting obligations along with the annual filings.
• Family-owned private companies where the shareholders and directors are relatives and formal records have not been maintained regularly.
• Companies preparing for funding, loans or acquisition, since investors and lenders examine the filing history and statutory records closely.
• Companies with past defaults that need to bring their filings up to date before they can raise funds, change directors or close down.

Key Benefits

• Complete annual compliance in one package. Meetings, registers, Registrar filings, the income tax return and director KYC are handled by one team.
• On-time filing. A compliance calendar and reminders mean forms are filed within time, avoiding daily additional fees.
• Protection for directors. Continuous filing defaults can lead to disqualification of directors under section 164. Timely compliance protects your directors' ability to serve on any company's board.
• Accurate statutory records. We maintain minutes, registers and resolutions, which are often requested during due diligence, audits and inspections.
• Coordination with your auditor. We work with your statutory auditor so the audit is completed in time for the annual general meeting and filings.
• Consistent figures across filings. The same financial statements support the Registrar filings and the income tax return, reducing the risk of mismatches.
• Good standing with banks and investors. An up-to-date company profile on the public register supports loans, tenders and investment.
• Advice on applicable thresholds. As your company grows, we flag when new requirements, such as additional disclosures or audits, begin to apply.

Private limited company compared with OPC. A private limited company must hold an annual general meeting each year and at least four board meetings, with not more than one hundred and twenty days between two consecutive meetings. A One Person Company does not need to hold an annual general meeting, and needs at least one board meeting in each half of the calendar year with a minimum gap of ninety days between them, where it has more than one director. A One Person Company with only one director can record resolutions in the minute book without a meeting. Both must have their accounts audited and file their financial statements and annual return.

How the year works in practice. During the year, we prepare notices, agendas and minutes for board meetings and keep the registers updated. After the financial year ends on the thirty-first of March, the books are closed, the accounts are audited, the board approves the financial statements and the board's report, and the annual general meeting is held by the thirtieth of September. We then file Form AOC-4 for financial statements and Form MGT-7 or MGT-7A for the annual return within the time allowed, file the income tax return by its due date, and complete director KYC.

Eligibility and Legal Requirements

Annual compliance for private limited companies and One Person Companies is governed by the Companies Act, 2013 and the rules made under it, the Income-tax Act, and other laws applicable to the company. The key requirements are:

• Financial year. The financial year ends on the thirty-first of March, except where the company has been permitted to follow a different year.
• Statutory audit. Every company must appoint a statutory auditor and have its accounts audited each year. The first auditor is appointed by the board within thirty days of incorporation, and later auditors are appointed at the annual general meeting, with intimation in Form ADT-1 where required.
• Board meetings. A private limited company must hold its first board meeting within thirty days of incorporation and a minimum of four board meetings every year, with not more than one hundred and twenty days between two consecutive meetings. Small companies and One Person Companies need at least one meeting in each half of the calendar year with a gap of at least ninety days, and a One Person Company with a single director is exempt from holding meetings.
• Annual general meeting. A private limited company must hold its annual general meeting within six months from the end of the financial year, that is, by the thirtieth of September, with the first one within nine months of the close of its first financial year. A One Person Company is exempt.
• Financial statements. The board must approve the financial statements and the board's report. Form AOC-4 must be filed within thirty days of the annual general meeting. A One Person Company files within one hundred and eighty days from the close of the financial year.
• Annual return. Form MGT-7, or MGT-7A for One Person Companies and small companies, must be filed within sixty days of the annual general meeting, or the date by which it should have been held.
• Director KYC. Every director holding a DIN must complete KYC in the form and manner prescribed by the Ministry. Failure leads to deactivation of the DIN until KYC is completed with a fee.
• Disclosure of interest. Directors must disclose their interest in other entities in Form MBP-1 at the first board meeting of each financial year and on any change, and declare non-disqualification in Form DIR-8.
• Statutory registers and minutes. The company must maintain registers of members, directors and key managerial personnel, charges and others, along with minutes of meetings, at its registered office.
• Income tax return. The company files its return in ITR-6 by the due date, generally the thirty-first of October where a tax audit or company audit applies, unless extended. A tax audit report is required where turnover exceeds the limits in the income tax law.
• Other periodic filings. Depending on the company, these may include the half-yearly return of outstanding dues to micro and small enterprises in Form MSME-1, the annual return of deposits in Form DPT-3, reporting of significant beneficial owners, and filings for foreign investment.
• Event-based filings. Changes such as appointment or resignation of directors, change of registered office, allotment of shares, creation of charges, and changes in authorised capital must be filed within the prescribed time.

Late filing attracts additional fees for each day of delay, and penalties may be imposed on the company and officers in default. Company law, rules and forms are updated from time to time. We check the current requirements at the time of filing.

Step-by-Step Guide

1. Onboarding and review. We review the company's incorporation documents, master data on the MCA portal, past filings, registers, minutes and any pending defaults.
2. Compliance calendar. We prepare a calendar of board meetings, the annual general meeting, Registrar filings, tax filings and director KYC for the year.
3. Board meetings during the year. We prepare notices, agendas, draft resolutions and minutes for the required board meetings, including director disclosures at the first meeting of the financial year.
4. Statutory registers. We update the registers of members, directors, charges and other records as events occur.
5. Coordination for audit. After the year closes, we coordinate with your accountant and statutory auditor so that the books are finalised and the audit is completed in time.
6. Board approval of accounts. We prepare the board's report and the board resolution approving the financial statements, and the notice of the annual general meeting.
7. Annual general meeting. For private limited companies, we prepare the notice, agenda, resolutions and minutes of the annual general meeting. For One Person Companies, we prepare the resolutions to be recorded in the minute book.
8. Filing of financial statements. We prepare and file Form AOC-4 with the audited financial statements, board's report and auditor's report, within the time allowed.
9. Filing of the annual return. We prepare and file Form MGT-7 or MGT-7A with details of shareholders, directors, meetings and other information.
10. Income tax return, KYC and year-end report. We file the company's income tax return in ITR-6, complete director KYC, and share copies of all filings with a note on any upcoming obligations.

Documents Checklist

Company documents:

• Certificate of incorporation, Memorandum and Articles of Association
• PAN and TAN of the company
• MCA portal login, or authority for us to file on the company's behalf
• Copies of earlier AOC-4, MGT-7 or MGT-7A, ADT-1 and income tax returns
• Statutory registers and minute books, if maintained

Director and shareholder information:

• Names, DINs, PAN, addresses and contact details of all directors
• Digital Signature Certificates of directors who will sign the forms
• Shareholding pattern and register of members
• Details of any share transfers or allotments during the year
• Director disclosures of interest in other entities

Financial records:

• Books of account or accounting software data for the year
• Bank statements for all company accounts
• Details of loans, deposits and borrowings, including from directors and relatives
• Details of fixed assets, investments and related-party transactions
• Audited financial statements and auditor's report, once ready
• Tax audit report, where applicable

Other records:

• Details of dues to micro and small enterprise suppliers, where relevant
• Details of significant beneficial owners
• Foreign investment reports for companies with non-resident shareholders
• Details of charges created, modified or satisfied during the year

For director KYC:

• PAN, Aadhaar, personal mobile number and email of each director
• Proof of current address

How Long It Takes

Company compliance runs through the year, with peak activity after the financial year closes:

• Onboarding and calendar: about one week, depending on the state of past records.
• Board meetings during the year: notices and minutes are prepared within a few working days of each meeting.
• Audit and board approval: depends on the company's books and the auditor's schedule, ideally completed by August so that the annual general meeting can be held by the thirtieth of September.
• Form AOC-4: filed within thirty days of the annual general meeting, or within one hundred and eighty days of the year-end for a One Person Company.
• Form MGT-7 or MGT-7A: filed within sixty days of the annual general meeting.
• Income tax return: filed by the applicable due date after the audit.
• Director KYC: completed within one working day per director, once OTP verification is done.

Delays usually arise from books that are not finalised on time, late signatures from directors, pending filings from earlier years, or mismatches in the company's records on the portal.

Pricing

Our professional fee for Private Limited Company / OPC Compliance is ₹11,999/yr.

This covers, for one financial year:

• Compliance calendar and due date reminders
• Notices, agendas and minutes for the required board meetings
• Notice and minutes of the annual general meeting, or resolutions for a One Person Company
• Board's report and director disclosures
• Maintenance of statutory registers
• Preparation and filing of Form AOC-4 and Form MGT-7 or MGT-7A
• Filing of Form ADT-1 for auditor appointment where due
• Computation and filing of the company's income tax return in ITR-6
• KYC of up to two directors

Government filing fees, and any additional fees for late filing, are payable at actual. The statutory auditor's fee, tax audit, bookkeeping, GST and TDS returns, event-based filings such as director changes, share allotments or registered office changes, and filings for earlier years are quoted separately.

Common Mistakes to Avoid

• Assuming an inactive company need not file. Every company must hold meetings and file its annual forms each year until it obtains dormant status or is struck off.
• Missing first-year obligations. Appointment of the first auditor, the first board meeting and the declaration for commencement of business are often overlooked by new companies.
• Not appointing an auditor. Audit is mandatory for every company, regardless of turnover. Filing unaudited accounts is not permitted.
• Holding the annual general meeting late. A late meeting pushes back the filing deadlines and can attract penalties.
• Ignoring daily additional fees. Late filing of AOC-4 and MGT-7 attracts an additional fee for each day of delay, which adds up quickly.
• Letting director KYC lapse. A director whose DIN is deactivated cannot sign forms, which can hold up all other filings.
• Not maintaining registers and minutes. Missing records are a common finding in due diligence and inspections, and are hard to recreate later.
• Overlooking loans from directors and deposits. Money received from persons other than permitted lenders can be treated as deposits, with strict consequences. Report it correctly in Form DPT-3.
• Continuing defaults for several years. Failure to file financial statements or annual returns for three continuous financial years can lead to disqualification of directors under section 164.

What Happens After

Once the year's filings are complete, your company remains in good standing and the cycle continues:

• The next year's calendar begins with the first board meeting of the new financial year and director disclosures.
• Event-based filings, such as appointment or resignation of directors, share allotments, changes in capital or registered office, and creation of charges, must be filed as they occur.
• GST, TDS and payroll compliance continue monthly or quarterly as applicable.
• Bookkeeping throughout the year makes the year-end audit and filings faster.
• Growth triggers may bring new requirements, such as corporate social responsibility, cost audit or secretarial audit, when the company crosses the relevant thresholds.
• Conversion of a One Person Company into a private or public company can be done voluntarily when the founder brings in more shareholders, by following the procedure in the law.

Our team offers bookkeeping, GST filing, TDS returns, payroll and event-based filings that can be added to the annual package.

FAQs

What are the main annual filings for a private limited company?

The main filings are Form AOC-4 for financial statements, Form MGT-7 or MGT-7A for the annual return, Form ADT-1 for auditor appointment where due, the income tax return and director KYC.

Is audit compulsory for a small company or OPC?

Yes. Every company, including a One Person Company and a small company, must have its accounts audited by a chartered accountant every year, regardless of turnover.

Does a One Person Company need to hold an annual general meeting?

No. A One Person Company is exempt from holding an annual general meeting. Resolutions are recorded in the minute book and signed by the member.

How many board meetings must a private limited company hold?

At least four each year, with not more than one hundred and twenty days between two meetings. Small companies and One Person Companies with more than one director need at least one meeting in each half of the calendar year, with at least ninety days between them.

What happens if the company did not do any business during the year?

It must still hold meetings, have its accounts audited and file its annual forms and income tax return. A company that expects to remain inactive can apply for dormant status or closure.

What is the penalty for late filing?

An additional fee is charged for each day of delay. Penalties may also be imposed on the company and officers in default, and continued defaults can lead to director disqualification.

What is MGT-7A?

It is a simplified annual return form for One Person Companies and small companies, in place of Form MGT-7.

Does the package include the statutory audit?

No. The audit must be done by an independent chartered accountant, and its fee is separate. We coordinate with your auditor so it is completed in time.

Is GST filing included?

No. GST returns are a separate monthly or quarterly service. This package covers annual company law filings, the income tax return and director KYC.

What is director KYC and why does it matter?

It is an annual verification of the details of every person holding a DIN. If it is not completed, the DIN is deactivated and the director cannot sign any company filings until KYC is done with a fee.

Can you help if our company has missed filings in earlier years?

Yes. We prepare and file pending forms for earlier years and calculate the additional fees. Where a government scheme for condonation or reduced fees is in force, we advise on whether it applies.

What happens if filings are not made for three years?

Directors of a company that has not filed financial statements or annual returns for three continuous financial years can be disqualified from being appointed or reappointed as directors for five years. The Registrar may also start strike-off proceedings.

Do companies with foreign shareholders have extra filings?

Yes. Foreign investment must be reported under the foreign exchange rules, and an annual return on foreign liabilities and assets may be required. These are quoted separately.

How do we share records with you?

You can share books, bank statements and documents electronically. We agree a simple format during onboarding and keep you informed of what is needed before each deadline.

Related Tax & Compliance services

• Private to One Person Company
• Private to Public Limited Company
• Professional Tax Registration
• Proprietorship Tax Return Filing