If you registered a Private Limited Company, LLP, or OPC in India, you're legally required to file annual compliance.
Doesn't matter if:
- Your company didn't do any business this year
- You made zero revenue
- You forgot about it
- You didn't know about it
The Ministry of Corporate Affairs (MCA) and ROC don't care. File or pay the penalty.
And those penalties? They start at ₹100 per day and can go up to ₹5 lakhs. Plus prosecution. Plus director disqualification.
This isn't optional. This is the law.
Most founders think "I'll file it next month." Then 6 months pass. Then 12 months. Then they get a notice from ROC threatening to strike off the company.
At that point, you're not just paying filing fees. You're paying accumulated penalties, late fees, professional charges for recovery, and spending weeks fixing the mess.
What is Annual Compliance (Actually)?
Annual compliance means filing specific forms and documents with government authorities—mainly the Registrar of Companies (ROC), Income Tax Department, and sometimes GST authorities.
Think of it as your company's mandatory report card to the government.
Even if you did nothing all year, you still have to file these forms saying "we did nothing." That's the law.
Why is This Even Mandatory?
Three reasons:
1. Transparency: Government wants to know which companies are active, who owns them, what they're doing.
2. Accountability: Directors and shareholders are accountable for company activities. Annual filings create that record.
3. Regulation: Companies get benefits (limited liability, separate legal entity, tax advantages). In exchange, they must follow rules. Annual compliance is part of those rules.
You can't have the benefits without the responsibilities.
Mandatory Annual Compliances for Private Limited Company
Private Limited Companies have the most comprehensive compliance requirements. Here's everything you MUST file:
Submit your company's audited financial statements including Balance Sheet, Profit & Loss Account, Cash Flow Statement, and Director's Report.
Documents needed: Audited financials, Director's report, Auditor's report, Board resolution
Annual Return contains details about directors, shareholders, registered office, share capital, company's activities, and changes during the year.
Documents needed: Shareholding pattern, Director details, Financial summary, Compliance certificates
Every director with a DIN must file KYC annually. Confirms residential address, email, mobile number, and that the director is not disqualified.
Documents needed: Aadhaar, Mobile OTP verification, Current address proof
File income tax return declaring company's income, deductions, tax liability. Even if company has zero income, "NIL return" must be filed.
Documents needed: Financial statements, TDS certificates, Bank statements, Expense vouchers
Conduct Annual General Meeting to approve financial statements, director appointments, auditor appointment, and other statutory matters.
Documents needed: AGM notice, Minutes of meeting, Attendance sheet, Resolutions passed
Every private limited company MUST get its books audited by a qualified Chartered Accountant, regardless of turnover.
Documents needed: Complete books of accounts, Bank statements, Invoices, TDS returns
Additional Compliances (If Applicable)
- GST Annual Return (GSTR-9): If GST registered, due by 31st December
- TDS Returns: Quarterly TDS returns if deducting TDS on salaries/payments
- Board Meetings: Minimum 4 board meetings per year (one every quarter)
- Maintenance of Registers: Statutory registers must be updated and maintained
Mandatory Annual Compliances for LLP (Limited Liability Partnership)
LLPs have simpler compliance compared to companies, but it's still mandatory:
Details about LLP's partners, contribution, registered office, and any changes during the year.
Documents needed: Partner details, Contribution statement, LLP Agreement
Financial details including assets, liabilities, income, and expenditure. Requires Digital Signature of designated partner.
Documents needed: Balance Sheet, Income & Expenditure Statement, Audit report (if applicable)
LLPs file ITR-5 declaring partnership income. Tax rates are same as companies (30% + surcharge + cess).
When is LLP Audit Mandatory?
Audit is required if:
- Annual turnover exceeds ₹40 lakhs, OR
- Total contribution exceeds ₹25 lakhs
If audit is not required, partners can self-certify the financials.
Mandatory Annual Compliances for OPC (One Person Company)
OPC follows the same compliance as Private Limited Company with minor relaxations:
OPC must file AOC-4, MGT-7, DIR-3 KYC, ITR-6, conduct AGM, and get statutory audit done.
Relaxation: AGM can be dispensed with if all members agree. Board meeting requirement is 2 per year (instead of 4).
Important: If OPC's turnover exceeds ₹2 crore or paid-up capital exceeds ₹50 lakhs, it must convert to Private Limited Company within 6 months.
What Happens If You Don't File (The Real Consequences)
Let's be very clear about what you're risking:
ROC Filings: ₹100 per day per form up to maximum of ₹2 lakhs per form
Director KYC: ₹5,000 penalty + DIN deactivation (you lose directorship rights)
Income Tax Return: ₹5,000-₹10,000 penalty + interest on unpaid tax
AGM: ₹1 lakh fine + ₹5,000 per day of delay
- Company Struck Off: ROC can remove your company from the register. Once struck off, company legally ceases to exist. Bank accounts frozen. Assets lost. Revival is expensive and time-consuming.
- Director Disqualification: Directors can be disqualified for up to 5 years. During disqualification, you cannot be director of ANY company in India.
- Criminal Prosecution: Willful non-compliance can lead to prosecution. Directors may face imprisonment up to 6 months.
- Business Impact: Cannot open bank accounts, get loans, raise investment, participate in tenders, or conduct normal business operations.
- Personal Liability: In case of company struck off, directors may become personally liable for company debts and obligations.
- CIBIL Impact: Non-compliance affects credit score. Future loan applications (personal or business) get rejected.
- Investor Red Flag: No serious investor will invest in a non-compliant company. Due diligence will reveal non-compliance history.
Real Example: The ₹3.5 Lakh Lesson
A Delhi-based startup forgot to file for 2 years. When they finally remembered:
- Accumulated ROC penalties: ₹1,84,000 (2 forms × 2 years × ₹100/day capped)
- Additional late filing fees: ₹24,000
- Income Tax penalties: ₹15,000
- Professional fees for rectification: ₹80,000
- Audit fees (backdated): ₹45,000
Total damage: ₹3,48,000
And 6 weeks of stress dealing with notices, explanations, and document submissions.
Had they filed on time? Total cost would've been ₹18,000-25,000 annually.
Complete Annual Compliance Timeline (Mark Your Calendar)
| Deadline | Compliance | Applicable To |
|---|---|---|
| 30th May | LLP Form 11 (Annual Return) | All LLPs |
| 30th September | DIR-3 KYC (Director KYC) | All Directors |
| 30th September | AGM (Annual General Meeting) | Pvt Ltd, OPC |
| 30 days after AGM | AOC-4 (Financial Statements) | Pvt Ltd, OPC |
| 60 days after AGM | MGT-7 (Annual Return) | Pvt Ltd, OPC |
| 30th October | LLP Form 8 (Statement of Account) | All LLPs |
| 31st October | ITR (Income Tax Return) | All Companies |
| 31st December | GSTR-9 (GST Annual Return) | GST Registered |
Pro tip: Start the process 60 days before deadline. Don't wait for the last week.
Contact UsWhy You Can't (Shouldn't) Do This Yourself
Legally, nothing stops you from filing annual compliance yourself. Practically? It's a terrible idea.
Here's why:
1. You Need Digital Signature Certificates (DSC)
All MCA forms require DSC of directors. Getting DSC, installing it, using it correctly—that's the first hurdle. Most people mess this up.
2. The Forms Are Complex
AOC-4 has 19 annexures. MGT-7 has 11 sections with 30+ sub-fields. One wrong entry = form rejection = resubmission = penalties.
Common mistakes people make:
- Wrong financial year selection
- Incorrect share capital classification
- Missing mandatory attachments
- Incorrect director DINs or addresses
- Audit report format issues
- Balance sheet not tallying
Each mistake = form rejection. Each rejection = rework + delay + possible penalty.
3. You Need Proper Books of Accounts
Can't file without proper financial statements. Financial statements need proper accounting. If your books are messy, you'll need to clean them up first.
4. Audit is Mandatory (Can't DIY)
Private Limited and OPC MUST have statutory audit by a Chartered Accountant. You cannot self-certify or skip this.
LLP audit (if turnover > ₹40L) also needs CA certification.
5. Regulations Change Frequently
MCA updates forms, processes, and requirements regularly. What worked last year might not work this year. Professionals stay updated. You won't.
6. Time Cost is Real
Filing takes 20-40 hours if you're doing it first time. That's a week of work. As a founder, your time is worth more spent on business, not decoding government forms.
When You MUST Hire a Professional
You need a Company Secretary (CS) or professional compliance service if:
- This is your first year of compliance (learning curve is steep)
- You have complex share structure (multiple investors, different share classes)
- You made any changes during the year (director change, registered office shift, share transfer)
- You missed previous year's filing (rectification needs expert handling)
- You don't have clean books of accounts (need CA + CS together)
- Your company has subsidiaries or group structure
- You're raising investment soon (investors check compliance history)
- You simply don't have time to figure this out yourself
Bottom line: The cost of hiring professionals (₹15K-35K annually) is infinitely cheaper than the cost of getting it wrong (₹1L-5L in penalties + business impact).
What Professional Compliance Services Actually Do
When you hire a Company Secretary or compliance service provider, here's what they handle:
Pre-Filing Work
- Review and verify company's financial statements
- Check if all statutory registers are up to date
- Ensure all board meetings and AGM were conducted properly
- Collect all necessary documents and information
- Coordinate with auditor for audit report
- Identify any pending compliances from previous years
Filing Process
- Prepare all required forms (AOC-4, MGT-7, etc.)
- Ensure all attachments are in correct format
- Get forms digitally signed by directors
- File forms on MCA portal
- Track application status
- Handle any queries or objections from ROC
- Get approval confirmation
Post-Filing
- Update company's statutory registers
- Maintain compliance calendar for next year
- Provide filed forms and acknowledgments
- Advise on any compliance gaps or future requirements
Ongoing Support
- Monthly/quarterly reminders for upcoming deadlines
- Advisory on regulatory changes affecting your company
- Help with board resolutions for various corporate actions
- Assistance with director KYC, DIN-related matters
Essentially, they take the entire compliance burden off your shoulders.
How Much Does Annual Compliance Actually Cost?
Varies based on company type, turnover, and complexity:
Private Limited Company
- Statutory Audit: ₹8,000 - ₹25,000 (depends on turnover)
- ROC Filings (AOC-4, MGT-7): ₹6,000 - ₹12,000
- Income Tax Return: ₹3,000 - ₹8,000
- DIR-3 KYC (per director): ₹1,000 - ₹2,000
- AGM & Board Meetings: ₹2,000 - ₹5,000
Total Annual Cost: ₹20,000 - ₹50,000 (for simple company with 2 directors, basic transactions)
Contact UsLLP
- Form 11 & Form 8 Filing: ₹4,000 - ₹8,000
- Income Tax Return: ₹3,000 - ₹6,000
- Audit (if applicable): ₹6,000 - ₹15,000
Total Annual Cost: ₹7,000 - ₹25,000 (lower than private limited)
OPC
Same as Private Limited: ₹20,000 - ₹50,000
- Turnover/Revenue: Higher turnover = higher audit fees
- Number of Transactions: More transactions = more accounting work
- Number of Directors: Each director needs DIR-3 KYC
- Complexity: Multiple investors, share classes, subsidiaries increase cost
- Location: Metro cities charge more than tier-2 cities
- Service Provider: Individual CS vs. firm vs. platform
Red Flags: When to Definitely Hire a Professional
Some situations REQUIRE professional help. Don't even think about DIY:
1. You're Raising Investment Soon
Investors do compliance due diligence. Any gaps, penalties, or incorrect filings will come up. They'll either walk away or negotiate lower valuation.
Get your compliance clean BEFORE talking to investors.
2. You Haven't Filed for Multiple Years
Catching up after 2-3 years of non-compliance is complicated. You need to file backdated returns, pay accumulated penalties, handle ROC queries, possibly revive struck-off company.
This is 100% professional territory.
3. You Got a Notice from ROC/MCA
If ROC sends a show-cause notice, strike-off notice, or penalty notice—immediately hire a professional. Your response needs to be legally sound. Wrong response = worse consequences.
4. Your Company Has Complex Structure
Multiple classes of shares, preference shares, convertible instruments, holding-subsidiary relationship, foreign shareholders—any of these = hire professional.
5. You're Planning Exit or Merger
If you're selling the company, merging, or winding up—clean compliance record is mandatory. Buyers will reject non-compliant companies.
How to Choose the Right Compliance Partner
Not all CS or compliance firms are equal. Here's what to look for:
Check These Things
- Qualification: Is the person a qualified Company Secretary (ACS/FCS)? Check membership with ICSI.
- Experience: How many companies have they handled? Do they understand your industry?
- Technology: Do they use compliance software/platform, or is everything manual?
- Communication: Will they explain things clearly, or just do filing and disappear?
- Proactive: Do they send reminders and updates, or do you have to chase them?
- Transparent Pricing: Clear fee structure with no hidden charges?
- References: Can they provide references from current clients?
Red Flags to Avoid
- Promises "we'll file everything, don't worry about documents"—proper filing needs proper documentation
- Extremely low prices that seem too good to be true—quality work costs money
- No clear timeline or process—shows lack of organization
- Can't explain what they're filing or why—you should understand what's happening
Get Your Annual Compliance Done Right
We handle complete annual compliance for Private Limited, LLP, and OPC companies across India. End-to-end service from audit to ROC filing to tax returns.
What's included:
- ✓ Statutory Audit coordination
- ✓ All ROC filings (AOC-4, MGT-7, DIR-3 KYC)
- ✓ Income Tax Return filing
- ✓ AGM & Board Meeting support
- ✓ Compliance calendar & reminders
- ✓ ROC query handling
Fixed pricing. No hidden charges. 100% accuracy guaranteed.
Free compliance health check included. We'll review your current status and tell you exactly what needs to be filed.
Final Word: Just Do It (But Do It Right)
Annual compliance isn't optional. It isn't negotiable. It's the price of running a registered company in India.
You have two choices:
Choice 1: File on time, stay compliant, sleep peacefully. Cost: ₹20K-50K annually.
Choice 2: Ignore it, face penalties, deal with notices, risk strike-off, spend weeks fixing mess. Cost: ₹1L-5L+ plus massive headache.
Which sounds better?
And please, don't try to DIY this unless you:
- Have experience with MCA portal and forms
- Understand company law and accounting
- Have 20-40 hours to spend
- Are okay with potential rejection and penalties
If you don't check ALL four boxes, hire a professional. It's the smartest money you'll spend.
Your company's legal health depends on it. Your future fundraising depends on it. Your ability to do business depends on it.
File on time. File correctly. Every year. No exceptions.