UPI Compliance

This page explains company and LLP compliance: ROC filings, directors and secretarial work in plain terms: the law, the forum, the documents and the usual steps. Legals365 is the legal platform of Advocate B.K. Singh and associates, based in Delhi NCR.

In short. A private company must hold board meetings, hold its AGM within six months of the year end, file financial statements in AOC-4 within 30 days and the annual return in MGT-7 or MGT-7A within 60 days of the AGM, keep statutory registers and file event-based forms. An LLP files Form 11 by 30 May and Form 8 by 30 October each year.

Company and LLP compliance is the routine work that keeps a business legally alive: meetings, minutes, registers and filings with the Registrar of Companies (ROC) on the MCA21 portal. When it is done on time it is unremarkable. When it slips, the consequences arrive together: daily late fees, penalty notices, disqualified directors, a struck-off company and banks or investors refusing to proceed.

This page explains what the Companies Act 2013 and the Limited Liability Partnership Act 2008 require, the annual calendar, event-based filings, director obligations, how to repair a company that has fallen behind, and how related areas such as foreign investment, labour and tax compliance connect to it. The answer differs for a one person company, a startup, a foreign-owned subsidiary, a Section 8 company and an LLP, and the sections below say where.

Law

Companies Act 2013 and its rules; Limited Liability Partnership Act 2008 and LLP Rules 2009; Secretarial Standards SS-1 and SS-2 issued by ICSI.

Authority

Registrar of Companies for the state (ROC Delhi, ROC Kanpur for Uttar Pradesh, and others), filings on the MCA21 V3 portal; Regional Director and NCLT for some matters.

Annual company filings

AOC-4 within 30 days of the AGM; MGT-7 or MGT-7A within 60 days of the AGM; ADT-1 within 15 days of the AGM where an auditor is appointed.

Annual LLP filings

Form 11 (annual return) by 30 May; Form 8 (statement of account and solvency) by 30 October.

Director KYC

DIR-3 KYC once every three financial years from 31 March 2026, with changes in contact details reported within 30 days.

Consequence of default

Additional fee for each day of delay, penalties adjudicated by the ROC, disqualification of directors after three years of non-filing, and possible strike off.

Documents

Certificate of incorporation, MoA and AoA, registers, minutes, financial statements, auditor's report, board report, shareholding details, director KYC and DSCs.

What company compliance covers

Corporate compliance under the Companies Act 2013 falls into three groups. Annual compliance includes board meetings, the annual general meeting, the financial statements and the annual return. Event-based compliance is triggered by things the company does: appointing a director, allotting shares, taking a secured loan, changing its registered office or passing a special resolution. Ongoing records include statutory registers, minutes, disclosures from directors and declarations of beneficial ownership.

Most filings are made on the MCA21 V3 portal with digital signatures of a director and, for many forms, certification by a practising company secretary, chartered accountant or cost accountant. The portal records every filing, and the company's master data is visible to banks, investors and anyone who searches. A gap in filings is therefore public and easy to spot.

Compliance is the board's responsibility, not the accountant's. A director cannot avoid liability by saying the CA was supposed to file. Delegation is normal, but directors should know the calendar and check that filings were actually made.

Annual compliance calendar for a private company

Board meetings, general meetings and minutes

Board meetings are where the company decides, and the minutes are the proof. Section 173 requires the first board meeting within 30 days of incorporation and at least four meetings a year with no gap over 120 days, relaxed for small companies, one person companies and dormant companies. Meetings can be held by video conferencing under the rules. Secretarial Standard SS-1 sets the notice period, quorum, agenda and minute format, and compliance with secretarial standards is mandatory under section 118(10).

The AGM approves the accounts, declares any dividend, appoints or ratifies the auditor and reappoints directors retiring by rotation where applicable. Section 96 requires it within six months of the end of the financial year, and the ROC can extend this by up to three months for a special reason, except for the first AGM. Extraordinary general meetings are called for matters that cannot wait, such as increasing authorised capital or altering the articles.

Minutes must be prepared and signed within 30 days of the meeting and kept at the registered office. In disputes before the NCLT, shareholders and directors often find that minutes were never written or were written later to fit a version of events. When Advocate B.K. Singh is asked to defend or challenge a board decision, the minute book and the attendance record are the first documents he asks to see, because a decision not properly minuted is hard to defend.

Directors: appointment, KYC and disqualification

A private company needs at least two directors, a public company three and an OPC one, and at least one director must have stayed in India for 182 days or more in the financial year (section 149(3)). Every director needs a Director Identification Number. Appointments, resignations and changes in designation are filed in DIR-12 within 30 days. A director who resigns can also file DIR-11 to protect themselves if the company does not report the resignation.

Director KYC moved from annual to once every three financial years under the Companies (Appointment and Qualification of Directors) Amendment Rules 2025, effective 31 March 2026. A change in mobile number, email or residential address must still be updated within 30 days. If KYC is not done, the DIN is deactivated and the director cannot sign filings until it is restored with a fee.

Section 164(2) disqualifies every director of a company that has not filed financial statements or annual returns for three continuous financial years, for five years, from being appointed in any company. This has caught thousands of directors of inactive companies, including people who had moved on and forgotten the company existed. The disqualification also vacates their office in other companies under section 167, with some exceptions, so one dormant company can disrupt a working one.

Event-based filings

Many filings depend on what the company does during the year. An increase in authorised capital needs an ordinary resolution and SH-7 within 30 days. An allotment of shares needs a board resolution, valuation where required, and a return of allotment in PAS-3 within the prescribed time. Special resolutions and certain board resolutions are filed in MGT-14 within 30 days under section 117.

A secured loan creates a charge that must be registered in CHG-1 within 30 days of creation under section 77, with a limited further window on additional fees. Unregistered charges are void against the liquidator and creditors, so lenders insist on this filing. Satisfaction of a charge is filed in CHG-4. A change of registered office within the same city needs INC-22 within 30 days; a shift between states needs Regional Director approval.

Companies with share capital must file INC-20A, the declaration of commencement of business, within 180 days of incorporation under section 10A, after the subscribers pay for their shares. The ROC treats failure to file as a sign the company is not carrying on business and can start strike off. Significant beneficial owners must be identified and reported in BEN-2 under section 90.

Memorandum, articles and shareholders' agreements

The memorandum of association states the name, registered office state, objects, liability and capital. The articles of association set the internal rules: share transfer restrictions, board powers, quorum, appointment of directors and rights attached to shares. Alteration of the articles needs a special resolution under section 14 and an MGT-14 filing; alteration of the objects needs a special resolution under section 13.

Startups and joint ventures often sign a shareholders' agreement with investor rights such as pre-emption, tag-along, drag-along, board seats and veto matters. These rights are enforceable against the company only if they are also reflected in the articles. A common gap is an investment agreement signed with careful rights and articles left in the standard format from incorporation.

Model articles in Table F of Schedule I work for small family companies but rarely suit companies with external investors or several founder groups. Rewriting the articles at the time of investment, not after a dispute, is far cheaper. For investment documents themselves, see mergers, acquisitions and investment deals.

LLP compliance

An LLP has a lighter but still strict calendar. Form 11, the annual return listing partners and contribution, is due by 30 May. Form 8, the statement of account and solvency, is due by 30 October. Accounts must be audited if turnover exceeds Rs 40 lakh or contribution exceeds Rs 25 lakh. Late filing attracts an additional fee for each day of delay, which adds up quickly.

The LLP agreement must be filed in Form 3 within 30 days of incorporation, and changes in partners or designated partners in Form 4 within 30 days. Every LLP needs at least two designated partners, one of whom must be resident in India, each with a DIN or DPIN. Significant beneficial ownership rules now apply to LLPs too.

The LLP (Amendment) Act 2021 decriminalised many defaults and introduced the small LLP category with lower penalties. Even so, an LLP that stops filing can be struck off, and its partners face the same problem as company directors when they need clean records for a loan or a new venture. For setting up a company or LLP, see company, LLP and business registration.

Key provisions

How to bring a non-compliant company up to date

Many companies fall behind for a few years, often after a slow period or a falling out between promoters. Repair is usually possible if done in the right order.

1. Pull the master data

   Download the company's master data and filing history from the MCA portal. List every missed AOC-4, MGT-7, ADT-1, DIR-3 KYC and event form, year by year.

2. Rebuild the records

   Prepare or finalise accounts for each missed year, get them audited, and reconstruct minutes and registers from bank statements, emails and documents. Do not backdate documents to cover decisions that were never taken.

3. Check director status

   Check whether any director is disqualified under section 164(2) or has a deactivated DIN. This decides who can sign and whether NCLT or High Court relief is needed first.

4. File in sequence

   File the overdue forms year by year with additional fees, starting with the oldest. Watch for any amnesty or condonation scheme the MCA may have open, since these can reduce fees.

5. Deal with penalties

   Reply to adjudication notices under section 454, apply for compounding under section 441 where an offence is involved, and appeal to the Regional Director where a penalty is wrong.

6. Set up a calendar

   Fix responsibility for each filing, with reminders well ahead of each due date. Review compliance at one board meeting each year.

If the company has already been struck off, restoration through the NCLT under section 252 comes first, and then the pending filings. Restoration petitions need the ROC's report and an explanation for the defaults.

Penalties, notices, strike off and restoration

Most compliance defaults under the Companies Act are now civil penalties rather than criminal offences, after the 2019 and 2020 amendments. The ROC acts as adjudicating officer under section 454, issues a show cause notice, hears the company and passes a penalty order. An appeal lies to the Regional Director within 60 days. Defaults that remain offences can be compounded under section 441 by the Regional Director or the NCLT, depending on the amount.

Late filing fees are separate from penalties and are charged per day of delay without an upper cap for the main annual forms. A company three years behind can therefore owe a substantial sum before any penalty. The cost grows each day, which is the plainest reason to start repair now rather than after the next notice.

Under section 248 the ROC can strike off a company that has not carried on business for two financial years and has not applied for dormant status, or that has failed to file INC-20A. Once struck off, the company's bank accounts are frozen and it cannot do business. The company, a member, a creditor or a workman can apply to the NCLT under section 252 for restoration, which is commonly granted where the company was in fact operating, subject to filing all pending documents and paying costs.

Thresholds that add obligations

A small company enjoys lighter rules: fewer board meetings, MGT-7A, no cash flow statement and lower penalties. Since 1 December 2025 a private company is small if its paid-up capital does not exceed Rs 10 crore and its turnover does not exceed Rs 100 crore, under the amended definition rules. Check the definition each year, because crossing it changes the forms and meetings required.

Larger companies take on more. A private company with paid-up capital of Rs 10 crore or more needs a whole-time company secretary. Secretarial audit under section 204 applies to listed companies, public companies above specified capital or turnover, and companies with outstanding bank or financial institution borrowings of Rs 100 crore or more. CSR under section 135 applies where net worth is Rs 500 crore or more, turnover Rs 1,000 crore or more, or net profit Rs 5 crore or more in the preceding year.

Private companies that are not small companies are now required to issue and hold their securities in dematerialised form under the share allotment rules, with timelines that have been extended before; check the date that applies to you. Related party transactions (section 188), loans to directors (section 185) and loans and investments (section 186) need approvals and register entries whatever the size.

Related compliance: FDI, HR, tax, data and payments

ROC compliance sits alongside other regimes that are often searched together with it. A company receiving foreign investment reports allotments to non-residents in Form FC-GPR within 30 days on the RBI's FIRMS portal, share transfers between residents and non-residents in FC-TRS within 60 days, and files the annual FLA return by 15 July. See FDI, FEMA and foreign exchange compliance.

Human resource compliance now runs under the four Labour Codes, in force since 21 November 2025, covering wages, social security, industrial relations and workplace safety, with state rules still being notified. POSH committees, PF and ESI registrations and gratuity are part of it. See labour and employment law. GST and income tax filings are separate obligations; see GST registration, returns and notices and income tax notices and returns.

Businesses that collect customer data have obligations under the Digital Personal Data Protection Act 2023 and the DPDP Rules notified in November 2025, which are coming into force in phases; see data protection and DPDP compliance. Merchants accepting UPI and card payments deal mainly with KYC and onboarding requirements of their bank or payment aggregator under RBI rules, and with accurate GST and accounting records of those receipts.

Documents and records to keep

Mistakes that cause trouble later

• Leaving a company to die quietly. An inactive company that stops filing leads to disqualification of all its directors. Close it properly through strike off or apply for dormant status.
• Signing filings without minutes. Allotments, director changes and resolutions filed without real board or shareholder approval are easy targets in later disputes.
• Not filing a resignation. A director who leaves but stays on the record remains exposed. File DIR-11 if the company does not file DIR-12.
• Ignoring adjudication notices. The ROC can decide ex parte. Replying with facts often reduces the penalty.
• Articles that do not match investor rights. Rights promised in a shareholders' agreement but missing from the articles may not bind the company.
• Unregistered charges. A lender's charge not filed within time is void against other creditors, which hurts both the lender and the company's credibility.

How the answer changes by type of entity

A one person company need not hold an AGM, files MGT-7A and has relaxed board meeting rules, and since the 2021 amendment it can convert into a private or public company voluntarily without the old turnover triggers. A startup recognised by DPIIT gets some relaxations, but ROC filings are largely the same as any private company. A Section 8 company (non-profit) has additional restrictions on use of income, and its licence can be revoked for violations.

A wholly owned subsidiary of a foreign company carries both ROC and FEMA compliance and must have a resident director. Its board often sits abroad, so video conferencing and electronic minutes become routine, and getting signatures and DSCs in time is a practical problem. Plan the year's filings around board travel.

A public unlisted company has stricter rules on related party transactions, managerial remuneration and auditor rotation, and may need independent directors at certain thresholds. A listed company faces SEBI's listing regulations as well. An LLP has no board or AGM but has its own forms and deadlines, and a dormant company under section 455 files only a minimal annual return.

What to do this week

• Download your company or LLP master data and filing history from the MCA portal.
• List every overdue annual and event form, year by year.
• Check each director's DIN status and KYC due date.
• Locate the minute books, registers and signed financial statements.
• Check for any ROC notice, penalty order or strike off notice on record.
• Confirm whether the company is a small company under the current definition.
• Fix one person responsible for each upcoming due date.

Who does what: company secretary, accountant and lawyer

Routine compliance is usually handled by a practising company secretary for meetings, registers and forms, with a chartered accountant for accounts, audit and tax. A lawyer becomes necessary when compliance turns into a dispute: an ROC penalty under challenge, a restoration petition before the NCLT, a director contesting disqualification in the High Court, a shareholder alleging that allotments were made without approval, or a compounding application involving serious defaults.

Shareholder disputes that begin with compliance gaps often go to the NCLT as oppression and mismanagement petitions under sections 241 and 242; see NCLT and NCLAT company matters. Agreements between promoters and with the company, such as an MOU or shareholders' agreement, need careful drafting; see commercial contracts. Growing businesses that want contracts, compliance and funding handled together can see legal advisory for startups and businesses.

If you want the company's records checked before you act, the team of Advocate B.K. Singh at Legals365 can review them and tell you the next step.

Frequently asked questions

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

AOC-4 (financial statements) within 30 days of the AGM, MGT-7 or MGT-7A (annual return) within 60 days of the AGM, and ADT-1 where an auditor is appointed. DPT-3, MSME-1 and director KYC also apply where relevant. Board meetings and the AGM must be held on time first.

What is the due date for MGT-7?

MGT-7 or MGT-7A is due within 60 days of the AGM. For a company with a March year end holding its AGM on 30 September, that means by 29 November. Late filing attracts an additional fee for each day.

What happens if a company does not file annual returns?

The company pays daily additional fees and penalties, and if financial statements or annual returns are not filed for three continuous years, all directors are disqualified for five years. The ROC can also strike off the company.

How often is director KYC required now?

From 31 March 2026, DIR-3 KYC is required once every three financial years, under amended rules notified at the end of 2025. Changes in mobile number, email or address must be updated within 30 days. A DIN is deactivated if KYC is missed.

What are the LLP annual filing due dates?

Form 11 (annual return) by 30 May and Form 8 (statement of account and solvency) by 30 October each year. Late filing attracts a daily additional fee. Audit is required above specified turnover or contribution limits.

Can a struck-off company be restored?

Yes. The company, a member, creditor or workman can apply to the NCLT under section 252. The NCLT usually restores a company that was actually in business, on condition that pending filings are made and costs paid.

What is a small company under the Companies Act?

From 1 December 2025, a private company with paid-up capital up to Rs 10 crore and turnover up to Rs 100 crore, subject to exclusions such as subsidiaries of public companies and Section 8 companies. Small companies have lighter compliance and lower penalties.

How many board meetings must a private company hold?

At least four a year, with no more than 120 days between two meetings, and the first within 30 days of incorporation. Small companies, OPCs and dormant companies need only one in each half of the calendar year, at least 90 days apart.

Can a disqualified director be appointed in another company?

Not for five years after the default, unless a court sets aside the disqualification. Directors in this position usually regularise the defaulting company's filings and, where needed, approach the High Court or NCLT for relief.

Is it mandatory to alter the articles after an investment?

It is strongly advisable. Investor rights in a shareholders' agreement bind the company only if they are reflected in the articles. Alteration needs a special resolution and an MGT-14 filing.

What forms are needed when a foreign investor buys shares?

FC-GPR within 30 days of allotment of fresh shares, or FC-TRS within 60 days for a transfer, on the RBI FIRMS portal, alongside the ROC filings for allotment or transfer. The FLA return is filed annually by 15 July.

How do I reply to an ROC adjudication notice?

Reply in writing within the time given, with the facts, the dates of filing and the reasons for delay, and ask for a hearing. The ROC can reduce the penalty where defaults have been made good. An appeal against the order lies to the Regional Director within 60 days.