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

Running a business in India goes beyond setting up a company or LLP (Limited Liability Partnership). Every entity registered under the Companies Act, 2013 or the LLP Act, 2008 must comply with the annual requirements prescribed by the Ministry of Corporate Affairs (MCA) through the Registrar of Companies (ROC). These compliances not only maintain transparency and credibility but also help avoid penalties and legal complications.

In this guide, we’ll simplify the essential ROC compliances for Private Limited Companies and LLPs in India.

Why ROC Compliance Matters

• Legal Obligation: It is mandatory under law.
• Credibility: Regular compliance enhances the reputation of the business before banks, investors, and government authorities.
• Avoiding Penalties: Non-compliance attracts hefty fines, additional fees, and even the risk of disqualification of directors or partners.
• Business Continuity: Ensures smooth operations and keeps the entity in good standing with regulatory bodies.

Key ROC Compliances for Private Limited Companies

1. Board Meetings & AGM
   • At least four board meetings must be conducted in a financial year.
   • An Annual General Meeting (AGM) must be held within six months from the end of the financial year.
2. Annual Return (Form MGT-7)
   • Filed within 60 days of the AGM.
   • Contains details of directors, shareholders, and changes during the year.
3. Financial Statements (Form AOC-4)
   • Filed within 30 days of the AGM.
   • Includes audited balance sheet, profit & loss account, and other financial details.
4. Director’s Report
   • A mandatory disclosure by the Board, highlighting the company’s financial position, compliance, and activities.
5. DIR-3 KYC
   • Every director must file KYC annually to keep their DIN (Director Identification Number) active.
6. Event-Based Filings
   • Any changes in directors, shareholding, or registered office must be reported through respective ROC forms.

Key ROC Compliances for LLPs

1. Annual Return (Form 11)
   • To be filed within 60 days from the closure of the financial year.
   • Contains details of partners and changes during the year.
2. Statement of Accounts & Solvency (Form 8)
   • To be filed within 30 days from the end of six months of the financial year.
   • Requires declaration on the solvency position of the LLP.
3. Event-Based Filings
   • Changes in partners, contribution, or registered office must be updated with the ROC through prescribed forms.

Penalties for Non-Compliance

Failure to comply can result in heavy fines for the company/LLP as well as directors/partners. The penalties are levied on a per-day basis, which can significantly increase costs if delayed. In extreme cases, the ROC may strike off the entity from its records.

Conclusion

Whether you run a Private Limited Company or an LLP, ROC compliance is not optional—it’s a legal necessity. While the list of requirements may seem complex, timely filings and proper record-keeping make the process smooth.

At SSK Advocates & Solicitors, we assist businesses with complete ROC compliance support—from drafting resolutions and preparing returns to timely filing with the MCA. With the right guidance, your company can remain compliant, credible, and ready for growth.