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Private Limited Company: ROC and Non-ROC Compliances
Private Limited Companies is one of the most preferred business models for channeling business growth and attract funding. This startup era has boosted the creation of private limited companies. While the formation of a private limited company is no more a mammoth task, the promoters need to understand the compliance requirements of the same in order to avoid unwanted penalties and proceedings. Here is a complete list of the ROC compliances for private limited companies in India that needs to be adhered to.
Private limited company ROC compliances are put in place to ensure transparency in the conduct of operations of the company. Therefore, to ensure that the companies adhere to the compliance requirements, ROC has put in place penal provisions for non-compliance. Thus, to avoid paying hefty fines and penalties, private limited companies shall satisfy the ROC compliance requirements.
Compliances for Private limited company
Following is the mandatory ROC compliances checklist for private limited companies under the Companies Act, 2013:
While the above compliances were either one-time mandatory compliances or recurring compliances, certain events happen in the companies that raise certain compliance requirements. Here is a complete guide to such changes and the ROC compliances for Pvt. Ltd. companies with respect to the same.
A. Change Based Compliances
The company shall intimate the ROC of change in the director in Form DIR-12 within 30 days of such change.
The company shall intimate the ROC of change in authorized share capital in Form SH-7 within 30 days of such change.
B. Compliance Related to Charges
Sec. 77 – Registration for Creation and Modification of Charge
The company is required to file the Form CHG-1 for the creation or modification of charge within 30 days. In case of delay, the form can be filed after paying additional fees and condonation of the delay application.
Sec. 82 – Registration of Satisfaction of Charge
The company shall intimate the ROC of satisfaction of charge in Form CHG-4 within 30 days of such satisfaction.
C. Compliance Related to Auditor
Sec. 139 – Appointment of Statutory Auditor
The company shall intimate the ROC for the appointment of the statutory auditor in Form ADT-1 within 15 days of such appointment.
Sec. 140 – Resignation of Statutory Auditor
The company shall intimate the ROC of the resignation of the statutory auditor in Form ADT-3 within 30 days of such resignation.
D. Compliance Related to Shifting of Registered Office
Sec. 12 – Shifting of the registered office of the company within the same village, town, or city without change in the jurisdiction of ROC.
The company shall intimate the ROC of such change in the registered office of the company in Form INC-22 within 15 days of such change
Sec. 12 & 13 – Shifting of the registered office of the company outside the village, town, or city with a change in the jurisdiction of ROC.
MGT-14: To be filed by the company within 30 days of passing the special resolution.
INC-23: Application for approval of RD for shifting of the registered office.
INC-28: The approval order of RD shall be filed with the ROC within 30 days of such approval.
INC-22: After completion of the above steps, INC-22 shall be filed.
E. Various Return Filing Compliances
Sec. 62 – Return of Allotment
The company shall intimate the ROC by filing Form MGT-14 within 30 days of passing the special resolution by the shareholders.After 15 days of allotment of shares, the company shall intimate the ROC by filing FormPAS-3.
Sec. 405 – Return for Payment Delays to MSMEs
The company is required to intimate the ROC of delay in payments to be made to MSME beyond 45 days by filing E-Form MSME half-yearly viz. before 30th April and 31st October each year.
F. Other ROC Compliances
Sec. 117 & 179 – Filing of Agreements and Resolutions with ROC
The company is required to file various agreements and resolutions with ROC within 30 days of such resolution or agreement. However, notification dated 05-06-15 specifies certain exemptions regarding the filing of Form MGT-14.
Sec. 128 – Additional place other than the registered office of the company where books of accounts and statutory registers of the company are kept.
The company is required to intimate the ROC of any additional place other than the registered office of the company where statutory registers and books of accounts are kept in Form AOC-5 within 7 days of passing the board resolution.
Sec. 90 – Substantial Beneficial Ownership (SBO) Disclosure
The company shall intimate the ROC of the Substantial Beneficial Ownership by filing the Form BEN-2 within 30 days.
Sec. 73 – Return of Deposits with the company
Before 30th June for each financial year, the company shall file a Return of Deposit and money not considered as deposit in Form DPT-3.
Other non-ROC compliances that shall be ensured by the private limited companies include:
Income Tax: The company shall ensure compliances as per the Income Tax Act, 1961. As per Section 139(1), it is mandatory for a company to file its Income Tax Return in Form ITR-6. Further, in case the turnover of the company crosses the prescribed threshold limit, it shall get its books of accounts audited by a Chartered Accountant. Also, the company shall adhere to various other compliances under the Income Tax Act including Advance Tax, TDS and TCS, Minimum Alternate Tax, International Taxation, etc.
GST: The companies shall file the requisite GST returns within the due date. Based on the satisfaction of the turnover criteria, the company shall also be required to file an annual return and comply with GST Audit requirements.
Other statutory laws: Apart from the core taxation laws, various other laws include their own compliance requirements that the private limited company shall adhere to based on the nature of their operations and transactions.
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