Complete Compliance Checklist explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Most companies that get into compliance trouble weren't careless. They tracked the annual filings religiously — and then missed something triggered by a board resolution four months earlier that nobody set a reminder for.
That's the real problem. Compliance isn't one list. It's five different lists with five different triggers, and the ones that catch people are never the annual ones.
The five buckets A. Triggered by your incorporation date · B. Triggered by the financial year ending · C. Always on · D. Triggered by something you did · E. Triggered by a number you crossed
Buckets A and B are on a calendar — easy. Bucket D starts a clock the day you pass a resolution. Bucket E shows up in a year when nothing about your operations changed.
A. Your first six months
| By when | What | Form |
|---|---|---|
| 30 days | Appoint your first auditor | Board resolution |
| 30 days | First board meeting | — |
| 30 days | Verify your registered office | INC-22 |
| Right away | Name board outside; CIN on every invoice | — |
| Right away | Open your statutory registers | MGT-1, CHG-7, MBP-2, MBP-4 |
| 2 months | Share certificates to founders | SH-1 |
| 180 days | Commencement of business declaration | INC-20A |
The two that bite: INC-20A, because until it's filed your company legally can't trade or borrow — and the Registrar can strike you off. And INC-22, because a company the ROC can't reach is a company it will eventually come looking for.
B. Every year
Your financial year is 1 April to 31 March. Everything below flows from that.
| Due | What | Form |
|---|---|---|
| 30 April | Dues to small suppliers, Oct–Mar | MSME-1 |
| 30 June | Return of deposits and director loans | DPT-3 |
| 30 September | AGM | — |
| 30 June, once every 3 FYs (next 2028) | Director KYC | DIR-3 KYC Web |
| AGM + 30 days | Financial statements | AOC-4 |
| 31 October | Dues to small suppliers, Apr–Sep | MSME-1 |
| AGM + 60 days | Annual return | MGT-7A |
Plus: audit, board approval of the accounts, MBP-1 disclosures at your first board meeting of the year, and your minimum board meetings.
Notice the chain. Your AGM date sets your AOC-4 date, which sets nothing else — but your AGM date also sets your MGT-7A date. Hold the AGM late and both filings are late by definition. And a late filing kills every exemption you have.
C. The always-on stuff
No due date, because you're never finished.
Books of account. Accrual basis, double entry, kept at your registered office. If you keep them anywhere else, you have seven days to file Form AOC-5. Preserve everything for eight years. And your accounting software must have an audit trail that can't be switched off — your auditor now reports on this.
Statutory registers. Members, directors and their shareholding, charges, related-party contracts, loans and investments. Open them on day one, empty. An empty dated register is evidence of compliance; one created later isn't.
Minutes. Written up within 30 days of the meeting, consecutively numbered pages, signed by the chairman. Kept permanently.
Board meetings. Four a year, no more than 120 days between any two. Two a year if you're a small company — one in each half of the calendar year, at least 90 days apart.
D. Triggered by something you did
This is where companies get caught. Each of these starts a 30-day clock the day the event happens.
| You did this | You must file | Within |
|---|---|---|
| Issued shares | PAS-3 | 30 days (15 for private placement) |
| Transferred shares | Issue certificate | 1 month |
| Changed a director | DIR-12 | 30 days |
| Moved your office | INC-22 | 30 days |
| Took a secured loan | CHG-1 | 30 days |
| Repaid a secured loan | CHG-4 | 30 days |
| Passed a special resolution | MGT-14 | 30 days |
| Increased authorised capital | SH-7 | 30 days |
| Appointed an auditor | ADT-1 | 15 days |
| Found a beneficial owner | BEN-2 | 30 days |
| Declared a dividend | Pay it | 30 days |
A practical fix: make "did anything in bucket D happen this quarter?" a standing agenda item at every board meeting. Four checkpoints a year catches almost everything.
Two that get missed most: CHG-1 on a loan enhancement (an increased limit is a modification and needs a fresh filing), and CHG-4 when you repay (companies show an open charge on the MCA record for years, and it turns up in every diligence).
E. Triggered by a number you crossed
Nothing about how you operate changes. A figure in your audited accounts crosses a line, and a new obligation attaches for next year.
| You crossed | You now owe |
|---|---|
| ₹4 crore capital or ₹40 crore turnover | You're no longer a small company: MGT-7, cash flow statement, 4 board meetings, and the demat requirement |
| ₹5 crore net profit | CSR — 2% of average profits |
| ₹10 crore paid-up capital | Full-time company secretary |
| ₹50 crore paid-up capital | Auditor rotation |
| ₹100 crore bank borrowings | Secretarial audit |
| ₹200 crore turnover | Internal audit |
The one that costs real money
Stop being a small company and Rule 9B kicks in: within 18 months of that financial year ending, you must dematerialise your entire share capital. That means appointing an RTA, getting an ISIN from both NSDL and CDSL, reconciling your whole share history, and filing PAS-6 twice a year forever.
And until your promoters', directors' and KMP's shares are in demat, you cannot issue shares, do a rights issue, issue bonus shares, or buy back. Discovering that mid-fundraise costs weeks.
Watch out: a subsidiary is never a small company, whatever its size. A ₹1 lakh wholly-owned subsidiary is inside Rule 9B from day one.
Demat guide → · Threshold table →
A rhythm that actually works
For a company with no in-house company secretary:
Every quarter — hold a board meeting. It satisfies the law and gives you four natural checkpoints for bucket D.
April — MBP-1 and DIR-8 at the first board meeting. MSME-1 by the 30th. June — DPT-3 by the 30th. DIR-3 KYC by the 30th too, but only in a cycle year — it's a three-yearly filing now, next due 30 June 2028. July–August — audit, then board approval of accounts. September — AGM by the 30th. October — AOC-4 within 30 days of the AGM. MSME-1 by the 31st. November — MGT-7A within 60 days of the AGM. December — review your audited numbers against every threshold in bucket E.
That December review is ten minutes and it eliminates the entire "we didn't know it applied to us" category of problems.
What a missed filing really costs
Not just the late fee.
- ₹100 per day, uncapped, on AOC-4 and MGT-7A
- A separate penalty under the section, adjudicated by the ROC
- Loss of every private company exemption for the period you were in default
- And the serious one: miss your annual filings for three straight years and every director is disqualified for five years — in every company they're involved in
That last one is automatic. No order, no notice. It's why a forgotten shell company in a founder's past can block their appointment to an unrelated board years later.
Key takeaways
- Five buckets, five triggers. Annual filings are the easy ones.
- Event-based filings start a 30-day clock the day it happens — make it a quarterly board agenda item.
- Threshold obligations arrive on a delay, triggered by last year's audited numbers.
- Rule 9B demat is the expensive one, and a subsidiary is inside it from day one.
- A late annual filing kills all your exemptions — and three years of them disqualifies your directors.
Read next
- First 180 Days After Incorporation
- Annual Compliance Calendar
- Statutory Registers You Must Maintain
- Penalties for Non-Compliance
- ROC Filing Due Dates
Disclaimer: Thresholds, forms and due dates as on 4 September 2026. MCA extends due dates by circular fairly often. Verify before filing and take professional advice.