The annual compliance map for a private limited company
Most founders know about two filings, the annual return and the financial statements. A private limited company owes many more, and several have nothing to do with the accounts.
Summary
- A private limited company owes somewhere between eight and fifteen recurring filings a year, and the ones that get missed, DPT-3, MSME-1, director KYC and charge satisfaction, have nothing to do with the accounts.
- Late fees run per form, per day and per officer. AOC-4 and MGT-7 alone accrue ₹100 a day each with no cap, so three quiet years produce a bill in lakhs.
- Three continuous years without financial statements or annual returns disqualifies every director for five years, across every company they serve.
Most founders know about two filings: the annual return and the . Their CA handles both, usually in October, and that feels like the whole job.
It is not. A private limited company owes somewhere between eight and fifteen recurring filings a year, depending on what it has done. Several have nothing to do with your accounts, which is why the accountant does not raise them and the founder never hears about them.
They surface later: in a diligence, in a bank's search report, or in a penalty notice. So here is the full picture in one place. If you run an LLP rather than a company, the list is shorter and different: see what an LLP files each year.
The year, in order
These are the standard positions for a company with a 31 March year-end. Extensions get announced and thresholds shift, so treat this as the map, not the final word.
Recurring filings for a private limited company, current as at September 2026.
| When | What | Who owes it |
|---|---|---|
| 30 April | MSME-1, for October to March | Companies owing micro or small suppliers beyond 45 days |
| 30 June | DPT-3 | Every company with loans or money received that is not share capital |
| 30 June | DIR-3 KYC, once every three financial years | Every individual holding a DIN |
| 15 July | FLA return | Companies with foreign direct investment or overseas investment |
| 30 September | AGM | All companies other than OPCs |
| Within 15 days of the AGM | ADT-1 | Companies appointing or reappointing an auditor |
| Within 30 days of the AGM | AOC-4, financial statements | All companies; OPCs within 180 days of year-end |
| 31 October | MSME-1, for April to September | Companies owing micro or small suppliers beyond 45 days |
| Within 60 days of the AGM | MGT-7 or MGT-7A, annual return | All companies; 7A for small companies and OPCs |
| 31 December | Annual performance report | Companies holding overseas direct investment |
Then the event-driven ones that do not sit on a calendar: PAS-3 within 15 days of allotting shares, DIR-12 within 30 days of a director change, CHG-1 within 30 days of creating a charge, CHG-4 on satisfying one, SH-7 within 30 days of increasing authorised capital, BEN-2 within 30 days of receiving a beneficial ownership declaration, and foreign investment filings on their own clocks.
The four nobody knows about
If you skim one section, make it this one. These are the obligations that consistently do not reach the founder.
DPT-3: the one that catches friends-and-family money
This is an annual return of money your company has received that is not share capital. Loans from directors, money from a shareholder, an advance from a customer that has been sitting too long, the ₹15 lakh your uncle put in during the first year.
Almost every early-stage company has something reportable here, and almost none file it. Worse, some of that money may not have been legally acceptable to take. A private company can accept money from a director, or from a relative of a director on the statutory list, if they declare in writing that it is their own and not borrowed. An uncle is not on that list, and money from friends or outsiders generally counts as a deposit, which a private company cannot take except under strict conditions.
Two separate problems: taking it, and not reporting it. Fix both before a diligence.
MSME-1: the half-yearly return almost nobody files
If you owe a micro or small supplier for more than 45 days, you report it twice a year. Most finance teams have never heard of it.
It pairs with a tax rule that makes it expensive: payments to those suppliers beyond the statutory period are disallowed as a deduction until actually paid. So the same overdue invoice creates a filing obligation and a tax hit. The payment rules themselves are set out in MSME payments, funding and compliance.
DIR-3 KYC: small filing, disproportionate consequence
Every person holding a Director Identification Number files a KYC. Since 31 March 2026 it is due once every three financial years, by 30 June, with changes in contact details reported within 30 days. Miss it and the DIN is deactivated. A director with a deactivated DIN cannot sign filings, which you discover on a deadline, and reactivation costs ₹5,000.
Charge satisfaction: the loan you repaid that is still on record
You took a loan in 2019, created a charge over the company's assets, repaid it in 2022 and moved on. Unless Form CHG-4 was filed, the MCA still shows a live charge in the lender's favour.
It shows up in every search report a new lender or investor runs. It is usually the single easiest finding to avoid, and one of the most common.
The registers you are supposed to have
Filings are only half of it. A company must maintain statutory registers from day one: members, directors and their shareholding, charges, loans and investments, and related-party contracts, among others.
The register of members is the legally operative record of who owns your company, not your spreadsheet. The cap table guide covers what goes wrong there. Registers reconstructed in one sitting before an are recognisable: identical handwriting across five years and signatures that never vary are exactly what a diligence team is trained to notice.
Meetings and auditors count too
Four board meetings a year with no more than 120 days between them, plus one AGM. The notices, the quorum and the minutes are part of the compliance record, not administrative decoration. The board meeting rhythm covers this properly.
Your auditor is appointed for a five-year term, and ADT-1 is filed after the AGM that appoints them. If they resign mid-term, they file ADT-3 and you fill the casual vacancy through the right process, not by quietly engaging someone new. An unexplained mid-term change is a standard diligence question.
When you cross a threshold
Companies grow into obligations without noticing. Watch for:
- Small company status. From 1 December 2025, paid-up capital up to ₹10 crore and turnover up to ₹100 crore. Lose it and you move from MGT-7A to the fuller MGT-7, and from two board meetings a year to four.
- Cash flow statements. Small companies are exempt. Grow out of the category and you are not.
- Secretarial audit. For a private company, triggered once outstanding borrowings from banks or financial institutions reach ₹100 crore. Companies usually find out a year late.
- Internal audit, CSR and an internal financial controls report. Each has its own trigger.
Review your classification after each funding round and at each year-end. Crossing a threshold in April and discovering it the following March is a year of quiet non-compliance.
What it actually costs
Almost every founder underestimates this in the same way. The assumption is that a missed filing costs a small late fee, so a company that stopped filing three years ago expects a bill of a few thousand rupees. The actual bill often runs into lakhs, because penalties compound in three directions.
The additional fee keeps running. Late AOC-4 and MGT-7 filings attract ₹100 for every day of delay, per form, with no ceiling. Most other forms pay a multiple of the normal fee that rises with the delay. A form that would have cost a few hundred rupees on time can cost many times that a year later, and nothing stops the clock except filing.
It is per form, not per year. A year you did not file is not one default. It is AOC-4, plus MGT-7, plus DPT-3 if applicable, plus MSME-1 twice, plus a lapsed KYC for each director. Miss three years and you are not paying three penalties but fifteen or more, each with its own running clock.
It is per person as well as per company. On top of the fee, the Act sets penalties on the company and on every officer in default: for the annual return and the financial statements, ₹10,000 plus ₹100 a day, up to ₹2 lakh for the company and ₹50,000 for each officer. That is the directors, personally, out of their own pocket. A two-founder company pays three times over.
Miss three years and you are not paying three penalties but fifteen or more, each with its own running clock.
The general penalty that catches everything else
Section 450 covers contraventions with no penalty of their own: ₹10,000, plus ₹1,000 a day while the default continues, on the company and each officer in default, capped at ₹2 lakh and ₹50,000. It reaches the obligations nobody thinks of as filings: registers not maintained, minutes not kept, a declaration not made. Nothing was "late". Something simply never existed.
Adjudication is not forgiveness
Where a penalty applies, the Registrar passes an adjudication order stating what the company and each officer must pay. You can appeal to the Regional Director, and reductions do happen, but the process takes months and the order is a matter of public record. An order sitting against your company becomes a question in every future diligence.
And the one that is not about money
A company that fails to file its financial statements or annual returns for three continuous financial years gets its directors disqualified for five years, and the disqualification follows each of them to every company where they are a director.
This is the consequence that actually hurts. The forgotten first venture, the entity everyone stopped filing for after it wound down, can stop you signing filings for the funded company you run now. We see this several times a year, usually mid-round, when a director's DIN will not work.
Why this happens to reasonable people
Nobody decides to stop complying. The company goes quiet or pivots, the CA engagement lapses because there is nothing to account for, and nobody realises that a company with no activity owes the same filings as one with revenue. Two years pass. By then the number feels unaffordable, so it gets deferred again. The deferral is the expensive decision, not the original lapse.
Filing today costs less than filing next month, every time. Relief schemes do come and go: the Companies Compliance Facilitation Scheme 2026 cut additional fees to a tenth for pending filings, but it closed on 15 September 2026, so check whether a new window is open before you assume the full amount is payable.
And if you have an old dormant entity, deal with it. Bring the filings current or close it through the strike-off route. Leaving it is a live risk attached to your name, not the company's.
A workable operating rhythm
- One calendar with every obligation, its owner and its due date, reviewed monthly rather than remembered annually
- A named owner for compliance: a person, not "the CA"
- Registers maintained as events happen, not rebuilt before an audit
- A threshold check at each year-end and after each round
- An annual sweep of old entities for any still carrying unfiled returns
None of this is hard. It is just unowned in most companies, which is a different problem and an easier one to fix.
Frequently asked questions
What are the annual compliance requirements for a private limited company in India?
Board meetings and an AGM, an audit, AOC-4 within 30 days of the AGM, MGT-7 or MGT-7A within 60 days, director KYC and statutory registers. DPT-3, MSME-1, FLA, the annual performance report and event-based forms apply depending on what the company has done.
What is DPT-3 and who has to file it?
An annual return, due 30 June, of money received that is not share capital, whether or not it counts as a deposit. Most early-stage companies have something reportable and never file it.
What happens if a company does not file its annual returns?
Additional fees accrue per form and per day, and penalties fall on each officer in default as well as the company. Three continuous years without filing disqualifies the directors for five years.
Does a dormant company with no business still have to file?
Yes. A company with no revenue and no activity owes the same annual filings as an operating one. That is the most common route to a large penalty bill.
For every recurring obligation by month in one place, use the compliance calendar. If you want someone to own it with you, our compliance and governance work starts with what is outstanding.
Current as at September 2026. Due dates shift, extensions get announced, and several obligations depend on your company's classification. This is general guidance, not legal advice: take advice on your own situation.
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About the author
Lead - Company Secretarial, Compliance & Fundraise Advisory
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