A Complete Guide to ROC Compliance for Private Limited Companies & LLP

Staying compliant with ROC (Registrar of Companies) requirements is not just a legal necessity but a smart business practice. Whether you run a private limited company or an LLP (Limited Liability Partnership), understanding and meeting ROC compliance deadlines can save you from hefty penalties and build trust with stakeholders.

This blog will walk you through everything you need to know about ROC compliance for private limited company and LLP, in a way that’s simple, clear, and reassuring.

Why ROC Compliance Matters

ROC compliance is about more than ticking boxes. It ensures your business is transparent, credible, and ready for growth. Failing to comply can mean steep fines, legal trouble, and even disqualification of directors or partners  the outcomes every entrepreneur wants to avoid.

ROC Compliance for Private Limited Company

Private limited companies in India must follow the Companies Act, 2013, which sets out a range of annual and event-based ROC filings. Here’s what you need to know:

Annual ROC Compliances

• Board Meetings:
  Hold your first board meeting within 30 days of incorporation. After that, at least four board meetings are required each year, with no more than 120 days between meetings.
• Annual General Meeting (AGM):
  Conduct your AGM within six months of the end of each financial year, typically by September 30.
• Director KYC (DIR-3 KYC):
  Every director must complete their KYC by September 30 each year to keep their Director Identification Number (DIN) active.
• Financial Statements (AOC-4):
  File your audited financial statements with the ROC within 30 days of the AGM, usually by October 29.
• Annual Return (MGT-7 or MGT-7A):
  File your annual return within 60 days of the AGM, usually by November 29.
• Other Key Filings of ROC:
  MSME-1: For companies dealing with MSMEs, the dates are due by April 30 and October 30.
  DPT-3: For companies with outstanding loans, the dates are due by June 30.

Event-Based ROC Compliances

Whenever there’s a change in directors, share capital, registered office, or auditors, you must file the relevant forms (like DIR-12, SH-7, INC-22, ADT-1) within the specified deadlines.

Penalties for Non-Compliance

Missing deadlines can mean late fees of up to ₹1,000 per day and other penalties, including possible disqualification of directors and legal action. That’s why keeping a compliance calendar is crucial.

LLP ROC Compliance

LLP ROC compliance is governed by the Limited Liability Partnership Act, 2008. LLPs must also file annual and event-based forms with the ROC.

Annual ROC Compliances for LLP

• Form 11 (Annual Return):
  Due by May 30 each year, this form summarizes the management structure and partner details.
• Form 8 (Statement of Account & Solvency):
  Due by October 30 each year, this form includes your LLP’s financial statements and a solvency declaration.
• Director KYC (DIR-3 KYC):
  Designated partners must file their KYC by September 30 each year.
• Income Tax Return (ITR-5):
  File by July 31 (if an audit is not required) or September 30 (if an audit is required).
• Audit Requirement:
  LLPs only need their accounts audited if annual turnover exceeds ₹40 lakh or partner contributions exceed ₹25 lakh.

Event-Based ROC Compliances for LLP

Any changes in partners, registered office, or agreement must be reported promptly via the relevant forms.

Penalties for Non-Compliance

• Late Fees: ₹100 per day per form for delays, with no maximum cap in some cases.
• Strike Off: Non-filing for two years can lead to your LLP being struck off by the ROC.
• Partner Disqualification: Persistent non-compliance can disqualify partners from future appointments.

How to Stay Compliant

• Create a Compliance Calendar: Mark all due dates for filings.
• Maintain Records: Keep digital and physical copies of all filings and acknowledgements.
• Seek Professional Help: Consider hiring a company secretary or a CA for timely filing.
• Use Online Platforms: All filings are online. No need for physical presence.

Benefits of ROC Compliance

• Avoid Penalties: Save money and stress by meeting deadlines.
• Build Trust: Investors, customers, and partners prefer compliant businesses.
• Stay Legally Secure: Protect your business and its leadership from legal trouble.
• Enhance Reputation: Compliance is a mark of professionalism and reliability.

On A Concluding Note…

Whether you run a private limited company or an LLP, ROC compliance isn’t just a legal formality; it’s your ticket to smooth operations, credibility, and growth. By understanding the requirements and staying organized, you can confidently meet all your ROC compliance for a private limited company and LLP ROC compliance obligations, setting your business up for long-term success.

For expert assistance with ROC filings and to ensure your company remains compliant and penalty-free, contact Parker and Parker Advocates for comprehensive support tailored to both private limited companies and LLPs.

Stay compliant, stay confident!