Starting a new company keep in track with Compliances, filing deadlines with the respective authority for companies registered under Companies Act, 2013. One important rule for startups in India is follow ROC compliance. The registrar of companies (ROC) under the ministry of corporate affairs (MCA) , keep a record of all registered companies and make sure they follow the law. For startups, following these rules isn’t just about avoiding trouble- it also builds trust attracts inventors, and creates a good image. Here’s simple checklist to help you understand what your startup need to do to stay compliant with ROC requirement.
1. Initial Requirements- Registration/ Incorporation
After Company is first registered, there are a few basic documents that form the foundation for ROC compliance.
- The Certificate of Incorporation: This is company’s official document/ certificate and proof of company that it ii s registered with ROC.
- PAN and TAN of Company: Along with COI of company Permanent Account Number (PAN) and Tax Deduction Account Number (TAN) received.
- Opening Bank Account: A company must open a bank account with name of company and use it for all commercial transactions.
This step helps the government know that the company is ready to start doing business properly, legal entity created and registered with authority.
2. Board Meetings and Registers
A company is expected to maintain proper records of all decisions made by directors and shareholders.
- First Board Meeting: should be held within 30 days of incorporation.
- Minimum Board Meetings: – least two board meetings every year have to hold every private company, with a minimum gap of 90 days between them.
- Minutes of Meeting: Proper notes (called minutes) of all board and general meetings must be recorded and kept.
These records are important because they act as proof of compliance and show that the company is being run properly.
3. Appointment of Auditor (Form ADT-1)
When a company is set up, the board of directors usually has to appoint the first auditor within 30 days to choose one in a general meeting. Auditor ids normally appointed for 5 years, but every year during the annual general meeting (AGM) the company must confirm or approve their continuation. Think of an auditor like a yearly inspector who checks that the company financial records are accurate and everything is in order.
4. Annual Filing of Company with Authority i.e. ROC
There are two major forms that a company has to file with authority every year:
(a) Form AOC-4
- This form is used to file the company’s financial statements, which includes the balance sheet, profit & loss account, cash flow statement and notes to accounts.
- It must be submitted within 30 days from the date on which the Annual General Meeting (AGM) is held
(b) Form MGT-7
- This is used to file the annual return, which includes details of shareholding, directors, and other company matters Financial as well as Non- financial.
- should be finished within 60 days from the conduct of AGM.
- Form MGT-7A (For small companies), Form MFT-7 (Other than Small Company)
Failing to file these forms on time leads to heavy penalties, which can increase daily for each delay.
5. Conducting AGM (Annual General Meeting)- Meeting of Members
- All companies, except a One Person Company (OPC), need to organize AGM every Financial Year.
- First annual general meeting (AGM) of company held within 9 months after their first financial year ends.”
During AGM, the financial statements are approved, the auditor is appointed or reappointed, and other important resolutions are passed.
6. DIR-3 KYC for Directors
- This is annual KYC of Directors of company. And form verifies the identity as well as contact details of directors.
- KYC done on or before 30th September of every year.
- Skipping the filing process will deactivate director’s DIN and for activation of DIN the cost is ₹5,000 as a penalty.
7. Form DPT-3 (return of deposits)
If your company has taken any kind of loan or advance that counts as a deposited you need to file form DPT-3 every year by 30th June. This covers loans from directors, relatives or any other party even if you haven’ taken any such loan, it’s safer to submit a nil return to stay compliant.
8. Form MSME-1 (If applicable)
If your are company buys from any pays micro or small enterprises, you must file from MSME-1 When any payment is delayed for more than 45 days. This form is submitted twice a year- once for April to September and once for October to march. It’s part of the government’s effort to make sure small business gets paid on time.
9. Change in Company Details
If your startup changes anything in its structure, like:
- Registered office address
- Directors
- Share capital
- Company name
- Main objects of business
Make sure to submit the required ROC forms on time.
For example:
- Form DIR-12 for change in directors
- Form INC-22 for change in address
- Form MGT-14 for certain resolutions
- SH-7 for change in authorized capital
All these things should be properly written down and shared with the ROC, just the way it’s meant to b
10. Maintaining Books of Accounts
Every company must maintain:
- Books of accounts (cash book, journal, ledgers)
- Invoices and vouchers
- Bank statements
- Tax records
These records should be maintained at the registered office and should be preserved for at least 8 years.
11. ROC Compliance for OPC (One Person Company)
- Submit AOC-4 and MGT-7A on time
- Hold at least one board meeting in each half of the year ensure there’s no more than a 90 days between them.
- File DIR-3 KYC and DPT-3 if apply.
- OPCs are not required to hold an AGM.
Why ROC Compliance Matters for Startups
- Avoiding penalties: Missing -filing leads to daily late fees, which can quickly become a financial strain for new business
- Investor confidence: when seeking funding inventors will check your ROC compliance history.
- Goodwill and trust: staying compliant builds credibility with client vendor and employees.
- Smooth closure or exit: If you plan to sell or shut down your business, having clear and up to date ROC records make the process much smoother the process much easieraaaa.
Final Thoughts
Many startups tends skip this part in the early stage only to face penalties or funding roadblocks later on. The smart approach is to take it seriously from day one- whether that means keeping a compliance calendar yourself or hiring a company secretary or professional to handle it. Compliance isn’t just about ticking legal boxes it about providing your startup is responsible transparent and trustworthy.
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