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Private Limited Company Compliances

Private limited companies in India are subject to various compliances under the Companies Act, 2013, and other relevant laws. These compliances can be broadly categorized into two main areas:

₹ 6000/- 
(Excluding government fees)

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Private Limited Company Compliances Details

1. Registrar of Companies (ROC) Compliances:

These filings are made with the Registrar of Companies (ROC), the authority that maintains records of all registered companies in India.

 

    • Incorporation Compliances

      • Form INC-31: Filed for company name reservation.
      • Form INC-32: Filed for company incorporation with details about directors, shareholders, and capital.
      • Commencement of Business Certificate (if applicable): Required for companies incorporated after November 2019 to be obtained within 180 days of incorporation for commencing business activities.
    • Annual Compliances (mandatory for all private limited companies):

      • Appointment of Auditor (Form ADT-1): Appointing a statutory auditor within 30 days of incorporation and filing the form with the ROC.
      • Board Meetings: Conducting at least four board meetings in a year with a gap of not more than 120 days between consecutive meetings.
      • Annual Return (Form MGT-7): Filed within 60 days of the financial year- end, containing details about the company’s shareholding pattern, directors, and financial summary.
      • Financial Statements (Form AOC-4): Filed within 180 days of the financial year-end, containing the company’s audited balance sheet, profit and loss account, and cash flow statement.
    • Other ROC compliances (may be applicable depending on the situation):

      • Changes in Directors, Share Capital, or Registered Office: Informing the ROC about any changes in these details through specific forms.
      • Issue of Shares: Filing necessary forms with the ROC for issuing shares to new shareholders.
      • Resolution passed by Shareholders/Directors: Filing certified copies of resolutions passed in board meetings or general meetings.

2. Other Statutory Compliances:

    • Income Tax Return (ITR): Mandatory for all companies, regardless of their income or profit/loss.
    • Tax Audit (if applicable): Required if the company’s turnover exceeds Rs. 10 crore in a financial year.
    • Goods and Services Tax (GST) Registration and Filing (if applicable): Mandatory if the company’s turnover exceeds Rs. 40 lakh per year. Companies need to register for GST and file regular GST returns.
    • Employees’ State Insurance Corporation (ESIC) and Provident Fund (PF)
      Registration and Filing (if applicable): Required if the company has more than 10 employees.
    • Professional Tax (PT) Filing (if applicable): May be required depending on the state where the company operates

Consequences of Non-Compliance:

Failing to meet these compliances can lead to penalties imposed by the ROC, Income Tax Department, or other relevant authorities. Penalties can be monetary and may also include delays in processing future filings or approvals.

FAQs

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A Private Limited Company is a type of business entity incorporated under the Companies Act, 2013, with limited liability and separate legal existence from its members (shareholders).

Yes, a Private Limited Company is required to hold Board Meetings at least once every quarter (four times a year) and at least four times in a calendar year to discuss various business matters and strategic decisions.

Non-compliance with statutory requirements by a Private Limited Company may
result in penalties, fines, or legal actions against the company and its directors. The
penalties vary based on the nature and severity of the non-compliance.

Yes, a Private Limited Company can be converted into a Public Limited Company, LLP (Limited Liability Partnership), or any other form permitted under the Companies Act, 2013, subject to compliance with specified procedures and approvals.

A Private Limited Company with a paid-up share capital of Rs. 10 crore or more is required to appoint a whole-time Company Secretary. However, all companies are encouraged to appoint a Company Secretary for ensuring compliance and governance.

Yes, the financial year of a Private Limited Company can be changed with the approval of the RoC. However, the change must be made before the end of the current financial year, and proper procedures and filings need to be followed.

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