Annual compliance is the set of things a registered business must do every year simply to stay in good standing with the Registrar: keep proper books, have them audited where the law requires, hold the meetings the law prescribes, and file a financial statement and an annual return with the Ministry of Corporate Affairs. A private limited company, a One Person Company (OPC) and a Limited Liability Partnership (LLP) all do some version of this, but the details, and the people responsible, differ.
This guide explains the cycle for each, so you can see what your own entity owes and why. Where the exact due dates matter, they are given briefly; the idea is to show how the pieces fit, not to replace a calendar.
The cycle in one picture
For every entity, the year follows the same logic:
- Keep records through the year: books of account, minutes and statutory registers.
- Close the year on 31 March and prepare financial statements.
- Audit them, where the law requires an audit.
- Approve them: the board and then the members for a company; the designated partners for an LLP.
- File the financial statement and an annual return with the Registrar.
- Keep individuals compliant, chiefly directors’ and designated partners’ KYC.
If you would rather have the filings handled each year, our annual ROC compliance service prepares the forms and files them for you. The rest of this guide is about understanding what is involved.
Private limited company
Meetings
- Board meetings: at least four a year, with no more than 120 days between two meetings (section 173(1) of the Companies Act, 2013). A small company needs only one in each half of the calendar year, at least 90 days apart (section 173(5)).
- Annual general meeting: once a year, within six months of the year end (so by 30 September), and not more than 15 months after the previous AGM. The first AGM may be held within nine months of the end of the first financial year (section 96(1)).
The AGM is where members adopt the audited financial statements and, every five years, appoint or re-appoint the auditor.
Accounts and audit
Every company, whatever its size or turnover, must have its financial statements audited by a chartered accountant in practice (section 139). There is no turnover threshold below which a private company escapes audit. The board approves the statements and the Board’s report before they go to the members.
Filings with the Registrar
| Filing | What it is | Signed by |
|---|---|---|
| AOC-4 | Adopted financial statements, with the auditor’s report and Board’s report | Director(s) authorised by the board; certified by a practising professional where the form requires it |
| MGT-7 or MGT-7A | Annual return: shareholding, directors, meetings, remuneration and other particulars as at year end | A director and the company secretary; for a small company without a CS, a director |
| ADT-1 | Notice of the auditor’s appointment | Company |
MGT-7A is the simpler annual return used by small companies and OPCs. A private company counts as “small” if its paid-up capital and turnover are within the limits set under the Companies Act and its rules, which have been revised over time, unless it is a holding or subsidiary company, a Section 8 company, or governed by a special Act.
Many private companies also have two recurring returns that are not tied to the AGM: MSME-1, a half-yearly report of dues to micro and small suppliers outstanding beyond 45 days, and DPT-3, an annual return of deposits and of money received that is not treated as a deposit.
One Person Company
An OPC follows the company rules with a few deliberate simplifications:
- No AGM. Section 96(1) applies to “every company other than a One Person Company”.
- Accounts filed without an AGM. The member adopts the financial statements, and the OPC files them in AOC-4 within 180 days of the end of the financial year (section 137(1)).
- Annual return in MGT-7A, signed by the company secretary or, where there is none, by the director (section 92(1), proviso). Because the usual 60-day clock runs from the AGM, confirm the accepted due date for an OPC with your adviser.
- Board meetings: one in each half of the calendar year, at least 90 days apart. If the OPC has only one director, these board-meeting provisions do not apply.
- Audit still applies. An OPC is a company, so its accounts are audited every year.
Our OPC compliance page sets out how these filings are handled for a single-owner company.
Limited Liability Partnership
An LLP is governed by the LLP Act, 2008, not the Companies Act, so its annual cycle is shorter:
- Books of account must be kept (section 34 of the LLP Act).
- Statement of Account and Solvency must be prepared within six months of the year end and filed in Form 8 by 30 October. It is signed by the designated partners.
- Annual return in Form 11 is due within 60 days of the year end, which is 30 May.
- Audit is required only above the limits in the LLP Rules; an LLP with turnover up to ₹40 lakh or contribution up to ₹25 lakh is not required to have its accounts audited, unless its partnership agreement says otherwise.
- No AGM and no prescribed board-meeting count. How the partners meet and decide is up to the LLP agreement.
Designated partners who hold a DIN are covered by the same director KYC rule as company directors. For LLP-specific help, see our LLP annual filing page.
Who is responsible for what
| Person | Responsibility in the annual cycle |
|---|---|
| Board of directors | Keeps books, calls meetings, approves accounts and the Board’s report, ensures filings are made |
| Each director individually | Files their own DIR-3 KYC Web when due and reports changes in mobile, email or address within 30 days; discloses interests in other entities |
| Members | Attend the AGM, adopt accounts, appoint the auditor |
| Statutory auditor | Audits the financial statements and signs the audit report |
| Company secretary (if any) or practising professional | Signs or certifies forms where the rules require it |
| LLP designated partners | Sign Form 8 and Form 11 and are answerable for the LLP’s compliance |
The point many owners miss is that responsibility stays with the directors even when an accountant or service provider does the work. Penalties for a missed filing are imposed on the company and its officers in default; that liability does not pass to whoever prepared the form.
Director KYC: the individual layer
Since 31 March 2026, the KYC of every DIN holder is due once in each three-year cycle, by 30 June, in a single form, DIR-3 KYC Web. Any change in a director’s personal mobile number, email or residential address must be reported in the same form within 30 days. An unfiled KYC leads to the DIN being deactivated, which can stop the company’s own filings.
Records you keep, not file
Much of annual compliance never reaches the MCA portal. It sits in the company’s own files and is checked when an auditor, investor, bank or the Registrar asks.
- Books of account, with vouchers, for at least eight financial years (section 128(5)).
- Minutes of board and general meetings, prepared and signed within 30 days of each meeting (section 118).
- Statutory registers, such as the register of members and the register of directors and key managerial personnel, kept at the registered office (section 94).
- Copies of annual returns filed, also kept at the registered office.
- For an LLP, books of account and the partnership agreement with all changes.
What happens if a year is missed
| Consequence | Trigger |
|---|---|
| Additional fee for each day of delay, per form | Any late AOC-4, MGT-7/7A or LLP form |
| Penalty on the company and officers in default | Not filing financial statements or the annual return in time (sections 137(3) and 92(5)); lower for small companies and OPCs under section 446B |
| Directors barred from re-appointment or new appointments for five years | Financial statements or annual returns not filed for any continuous period of three financial years (section 164(2)) |
| Name struck off the register | Registrar’s action under section 248, for example where no business has been carried on for two years |
Most of these grow with time, so the cheapest moment to fix a missed year is as soon as it is noticed.
Obligations that sit outside the MCA cycle
Annual ROC compliance is only one part of a business’s year. The company or LLP also files an income-tax return under the Income-tax Act, 2025, which applies from 1 April 2026, and a tax audit may apply depending on turnover. A GST-registered business has its own return cycle. These run on separate calendars and are worth tracking alongside the MCA dates, not instead of them.
A new company’s first months
The yearly cycle above starts with the company’s first financial year. Before that, a newly incorporated private limited company has a few one-time steps. They are not yearly filings, but missing them causes problems at the first audit and the first annual return.
- First board meeting within 30 days of incorporation (section 173(1)). It usually notes the incorporation documents, takes each director’s disclosure of interest (section 184(1)), confirms who operates the bank account and approves the share certificates.
- First auditor appointed by the board within 30 days of registration. If the board does not appoint one, the members appoint within 90 days. The first auditor holds office until the end of the first AGM (section 139(6)).
- Registered office verified with the Registrar within 30 days of incorporation, where this was not done at incorporation (section 12(2)). The company’s name, registered office address and CIN must appear on its letterheads, invoices and official notices (section 12(3)).
- Share certificates delivered to the subscribers within two months of incorporation (section 56(4)(a)). Stamp duty on them depends on the state.
- Commencement of business (INC-20A): a company with share capital incorporated on or after 2 November 2018 files this declaration within 180 days of incorporation, once the subscribers have paid for their shares. It is a one-time filing, not a yearly one. Until it is filed, the company should not start business or use its borrowing powers (section 10A).
- First financial year: for a company incorporated on or after 1 January, the first financial year ends on 31 March of the following year (section 2(41)). The first AGM rule above then applies.
Frequently asked questions
Does a company with no business still have to file?
Yes. The obligation to hold meetings, audit the accounts and file AOC-4 and MGT-7 does not depend on turnover. A company that is genuinely inactive can apply for dormant status or close down; until it does, the annual filings continue.
Is an audit needed if turnover is very small?
For a private company or OPC, yes: every company is audited. For an LLP, audit is needed only above the limits in the LLP Rules.
Can an accountant sign the annual return on our behalf?
No. The annual return is signed by a director and the company secretary, or, for a small company or OPC without a CS, by a director. A practising professional may certify a form, but the signing responsibility stays with the company.
Complianto (complianto.in), operated by Mentorcorp Private Limited, is a private consultancy and is not affiliated with any government body. We do not issue official documents. We charge a professional fee for application assistance and advisory services. Applicants can apply directly to the government without our fees via the official portals: MCA (mca.gov.in), Income Tax (incometax.gov.in), GST (gst.gov.in), MSME (udyamregistration.gov.in), FSSAI (foscos.fssai.gov.in), Startup India (startupindia.gov.in), and IP India (ipindia.gov.in).
This article is general information, not legal or tax advice.
