A new private limited company needs compliance even if it has no revenue. Complete the first board meeting, auditor appointment, commencement declaration where applicable, share records, accounting and banking setup immediately. Maintain books and approvals throughout the year, hold the AGM, complete statutory audit, and file the financial statements and annual return within the prescribed timelines.
A private limited company is a separate legal entity from the day it is incorporated. Compliance does not wait for the first customer, first employee or first profit. The company must maintain ownership records, accounts, approvals, filings and tax evidence from the beginning.
The most common failure is not ignorance of one annual form. It is the absence of a system. Founders pay expenses personally, make decisions over chat, transfer money without classification and postpone bookkeeping. At year-end, the professionals are asked to reconstruct events from incomplete evidence.
Why compliance starts immediately after incorporation
Corporate compliance serves three purposes. It proves who owns and controls the company. It creates a legal record of decisions. It allows regulators, banks, investors and auditors to trace money and transactions.
Annual filing is the output of twelve months of accounting, approvals and evidence. Missing source records cannot always be repaired safely after the event.
First 180 days after incorporation
Immediately: create the corporate master file
Preserve the certificate of incorporation, memorandum, articles, PAN, TAN, registered-office records, subscriber documents, director details and MCA acknowledgements.
Within the first month: hold the first board meeting
Common agenda items include noting incorporation documents, appointing the first auditor, banking authority, registered office, share certificates, accounting policies and preliminary expenses.
Within the statutory period: appoint the first auditor
The board generally appoints the first auditor within 30 days. If the board does not do so, the members' process under Section 139 should be followed within the applicable timeline.
Open the bank account and collect subscription money
Each subscriber should pay the agreed amount through a traceable banking channel. Reconcile the receipt to the incorporation subscription and share records.
Issue share certificates and update registers
Complete share certificates within the statutory period and maintain the register of members, director disclosures and other applicable statutory registers.
File the commencement declaration where applicable
A company incorporated with share capital may need Form INC-20A within 180 days after subscriber payment, subject to current law and exemptions.
Set up accounting, tax and compliance calendars
Create ledgers, expense controls, invoice formats, payroll processes, GST and TDS applicability reviews, document retention and recurring deadline ownership.
Monthly compliance and financial controls
Not every monthly task is an ROC filing. Many are internal controls that make annual compliance possible.
Close the books every month. A founder should be able to see bank balance, receivables, payables, tax exposure and runway without waiting for the annual audit.
Quarterly and half-yearly compliance
The exact filings depend on registrations, employees, transactions and size. Common reviews include:
- Quarterly TDS statements and issue of certificates under the applicable tax framework
- Advance-tax calculations and instalments where tax is payable
- Quarterly board meetings or the meeting schedule applicable to the company category
- GST returns under the monthly or quarterly scheme, where registered
- MSME Form I disclosures where payment to qualifying micro or small suppliers remains outstanding beyond the permitted period
- Review of deposits, loans, related-party transactions and outstanding balances
- Management accounts and budget-versus-actual review
Eligible small companies may receive selected procedural relaxations, but they still need accounts, audit, annual filings, tax returns and event-based compliance.
Annual Companies Act compliance
1. Prepare and audit financial statements
The company should close its books, prepare financial statements and complete statutory audit. Audit under company law generally applies even when turnover is low or operations are limited.
2. Conduct the annual general meeting
The first AGM generally has a longer timeline than later AGMs. The meeting should consider the audited financial statements, auditor matters and other business required by law or the articles.
3. File financial statements
Form AOC-4 is generally filed within 30 days of the AGM, together with the prescribed financial statements and attachments.
4. File the annual return
Form MGT-7, or MGT-7A for an eligible OPC or small company where applicable, is generally filed within 60 days of the AGM.
5. Complete director KYC
Directors with DINs should monitor the annual DIR-3 KYC or web-KYC requirement and current due date.
6. Review DPT-3 applicability
DPT-3 may apply to deposits and specified outstanding receipts or loans not treated as deposits. Applicability and reporting categories should be reviewed annually.
7. Preserve board and AGM records
Finalise notices, attendance, minutes, signed financial statements, auditor reports and filing acknowledgements in the statutory record system.
| Compliance | Common form or record | General timing | Important caution |
|---|---|---|---|
| Statutory audit | Audited financial statements and auditor report | Before AGM and annual filing | Applies even to many dormant or no-revenue companies. |
| Annual general meeting | Notice, attendance and minutes | Within the Companies Act timeline for the relevant financial year | First AGM timing differs from later years. |
| Financial statements | AOC-4 or applicable variant | Generally within 30 days of AGM | Use the form and taxonomy currently applicable. |
| Annual return | MGT-7 or MGT-7A where eligible | Generally within 60 days of AGM | Shareholding and director details must match source records. |
| Director KYC | DIR-3 KYC or web KYC | Annual prescribed date | Failure can deactivate the DIN until rectified. |
| Deposit reporting | DPT-3 where applicable | Annual prescribed date | Review loans and outstanding receipts, not only formal deposits. |
Illustrative annual compliance calendar
This is a planning calendar, not a substitute for the live MCA, tax, GST, EPFO, ESIC or state deadline calendar. Extensions and form changes can alter exact dates.
Income tax, TDS and GST compliance
Corporate income-tax return
A company generally files an income-tax return even when it has a loss or no taxable income. The applicable form, tax regime, audit report and due date should be checked under the Income-tax Act, 2025 and current rules for the relevant tax year.
Advance tax
Where projected tax liability exceeds the applicable threshold, the company may need to pay advance tax in instalments. Forecast taxable income instead of waiting until the return is prepared.
TDS
Review payments such as salary, professional fees, contractor payments, rent, interest, commission and specified purchases. Deduct, deposit, report and issue certificates under the provisions applicable at the payment date.
GST
A GST-registered company should maintain invoice discipline, reconcile outward supplies and input tax credit, file returns under the applicable monthly or quarterly scheme, and review annual-return applicability.
India's direct-tax framework changed from 1 April 2026, and filing utilities, forms and extensions can change by assessment year. Link users to the official income-tax calendar instead of relying on an old generic date.
Payroll and labour compliance
Employee-related obligations depend on headcount, wages, state, industry and registrations.
- Employment agreements and joining records
- Salary structure, payroll registers and payslips
- Salary TDS and Form 16 or successor reporting
- Provident fund registration and monthly contributions where applicable
- ESI registration and contributions where applicable
- Professional tax in states where applicable
- Shops and establishments registration and renewals
- Leave, holiday, maternity, gratuity and wage-law compliance
- POSH framework where the statutory threshold and conditions apply
- Contract-labour and state-specific requirements where relevant
Event-based ROC and corporate compliance
Annual filings do not cover changes during the year. Many actions trigger separate approvals and filings.
| Event | Typical records or filings | Risk if ignored |
|---|---|---|
| New share allotment | Offer documents, valuation where relevant, board and member approvals, PAS-3 and cap-table updates | Invalid or disputed ownership and fundraising defects |
| Share transfer | Transfer instrument, approvals, certificates and register updates | Legal owner differs from internal spreadsheet |
| Director appointment or resignation | Consents, disclosures, board records and DIR-12 | Incorrect MCA management records and signing risk |
| Registered-office change | Occupancy records, approvals and INC-22 or other applicable forms | Missed notices and invalid public records |
| Change in capital or rights | Member approval, altered documents and applicable filings | Securities and constitutional non-compliance |
| Borrowing or security creation | Board or member approvals, loan records and charge filings where applicable | Unperfected security and lender diligence issues |
| Related-party transaction | Disclosure, approval and accounting records | Director-duty, tax and investor concerns |
| Significant beneficial ownership | Declarations and BEN-2 where applicable | Ownership transparency non-compliance |
| Special resolutions or specified board resolutions | MGT-14 where applicable | Resolution may not be properly reflected in public records |
Records a new company should preserve
What if the company has no business or revenue?
A company does not become exempt merely because founders paused the project. It generally still needs accounts, audit, annual corporate filings and an income-tax return.
If the company is not expected to operate, founders should obtain professional advice on dormant-company status, strike-off eligibility or orderly closure instead of allowing non-compliance to accumulate.
Late fees, director disqualification risk, tax notices, strike-off complications and missing records can make a simple closure much harder later.
What happens when compliance is missed?
- Additional filing fees that continue to accumulate
- Monetary penalties on the company and officers
- DIN deactivation or director-disqualification consequences in applicable cases
- Loss of lender, investor or customer confidence
- Qualification or delay in statutory audit
- Inability to complete fundraising, transfer or closure cleanly
- Tax interest, fees and prosecution exposure for serious defaults
- Strike-off action or restoration costs
Penalties vary by provision and facts. Do not quote one generic penalty number for all annual filing defaults.
How to build a compliance system that works
Assign one internal owner
A professional can file forms, but someone inside the company must own evidence collection and decision tracking.
Create one master compliance calendar
Combine MCA, income tax, GST, TDS, payroll, state registrations and contract renewals.
Close books monthly
Reconcile bank accounts and classify every founder or related-party payment before the month ends.
Use written approvals
Board and shareholder decisions should be prepared before the transaction, not reconstructed later.
Maintain a digital statutory room
Store signed minutes, registers, certificates, contracts, filings and acknowledgements with controlled access.
Review event triggers before acting
Check compliance before issuing shares, taking a loan, changing directors, moving offices or paying related parties.
Run a quarterly health review
Compare MCA records, cap table, bank balances, books, taxes, payroll and material contracts.
Prepare for audit throughout the year
Do not treat the auditor as the person responsible for creating missing books or approving transactions retrospectively.
Turn compliance into a managed operating calendar
Coordinate company-secretarial, accounting, tax, payroll and event-based filings through one structured compliance system.
Review your annual compliance calendarFrequently asked questions
Does a new company need audit if it has no revenue?
A company is generally subject to statutory audit under company law even when turnover or revenue is nil. Confirm the current framework and any entity-specific exemptions with the appointed auditor.
What are AOC-4 and MGT-7?
AOC-4 is commonly used for filing financial statements. MGT-7 is the annual return, while MGT-7A may apply to eligible OPCs and small companies.
When is the first AGM due?
The first AGM generally has a special timeline linked to the close of the first financial year. Later AGMs follow the regular Companies Act framework. Calculate the date from the company's actual incorporation and financial year.
Is INC-20A compulsory for every company?
It applies under the commencement-of-business framework to specified companies incorporated with share capital, subject to current law and exemptions. Verify applicability for the company.
Can founders pay company expenses personally?
They can incur authorised expenses, but each payment should be supported and classified as reimbursement, loan, capital contribution or another appropriate category.
Does a dormant company need annual filings?
Dormant status has its own compliance framework. A company that is merely inactive without formal dormant status generally continues to have ordinary obligations.
Who is responsible for company compliance?
The company and its officers remain responsible. Chartered accountants, company secretaries and other professionals support the process but do not replace management responsibility.
Research sources
- Ministry of Corporate Affairs, Companies Act, 2013 and official acts and rules. Source
- Ministry of Corporate Affairs portal for current company forms, filing instructions, fee schedules and circulars. Source
- Income Tax Department e-filing portal for current company return forms, filing utilities and tax calendars under the post-April 2026 framework. Source
- GST portal for current return forms, advisories and annual-return applicability. Source
- Employees' Provident Fund Organisation for employer registration and contribution guidance. Source
- Google Search Central, creating helpful, reliable, people-first content. Source
