The Ultimate Legal Compliance Checklist for Pvt Ltd Companies

The Ultimate Legal Compliance Checklist for Pvt Ltd Companies

A Pvt Ltd company in India faces compliance obligations across at least five parallel tracks at the same time: the MCA V3 portal for company-law filings, the income-tax e-portal for returns and TDS, the GST Network (GSTN) for indirect-tax filings, labour-department portals for payroll, and sector-specific regulators. Missing a deadline on any single track triggers automatic penalties that compound daily. This checklist maps every recurring and event-based obligation for FY 2026-27 / AY 2027-28 so you can build a calendar, assign owners, and stop paying avoidable late fees.

MCA Annual Filings: The Non-Negotiable Rhythm

Every Pvt Ltd company, regardless of turnover or age, must complete a fixed cycle of annual filings on the MCA V3 portal. These are not optional for dormant companies either.

Board Meetings and the Annual General Meeting (AGM)

Under Section 173 of the Companies Act, 2013, you must hold a minimum of four board meetings in every calendar year, with a gap of no more than 120 days between two consecutive meetings. A common mistake is holding three meetings in quick succession and then missing the Q4 meeting — the 120-day gap rule is measured between each consecutive pair, not as an annual average.

The Annual General Meeting (AGM) must be held within six months of the close of the financial year — for an April-to-March FY, this means on or before 30 September 2026 for FY 2025-26. First-year companies get 18 months from the date of incorporation, but this window closes permanently after Year 1.

ROC Annual Filings: AOC-4 and MGT-7 / MGT-7A

Once the AGM is held, two forms trigger automatically:

A company qualifies as a small company if its paid-up capital does not exceed Rs. 4 crore and its turnover does not exceed Rs. 40 crore in the preceding FY. Most early-stage startups will file MGT-7A, not MGT-7.

Late fee: Rs. 100 per day per form, with no statutory cap under Section 403. A 90-day delay on both AOC-4 and MGT-7A costs Rs. 18,000 in fees alone — before any compounding action.

DPT-3 and DIR-3 KYC

DPT-3 (Return of Deposits) must be filed by 30 June every year. It captures all outstanding loans and borrowings that are not classified as deposits — including unsecured loans from directors and shareholders. Even if your company has zero deposits, you must file a nil return if you have any outstanding borrowings. Non-filing exposes the company and every officer in default to a penalty of Rs. 10,000 plus Rs. 1,000 per day of continuing default, up to Rs. 2,00,000 for the company.

DIR-3 KYC must be filed by 30 September every year for every individual who held a Director Identification Number (DIN) as of 31 March. Failure to file deactivates the DIN. Reactivation requires filing DIR-3 KYC with a fee of Rs. 5,000. If a company has three directors and all three miss the deadline, you are paying Rs. 15,000 in reactivation fees before the company can file anything else.

Event-Based MCA Filings: Timelines That Cannot Slip

Beyond annual filings, every significant corporate event triggers its own form and deadline. These are easy to miss in the flow of business.

• PAS-3 (Return of Allotment): File within 30 days of any share allotment — equity or preference, bonus or rights.
• SH-7 (Change in Authorised Capital): File within 30 days of the ordinary resolution authorising the increase.
• CHG-1 (Creation of Charge): File within 30 days of the date of creation of the charge. An extension of up to 30 additional days is available with an additional fee; beyond 60 days, the Registrar will consider the charge as not registered.
• CHG-4 (Satisfaction of Charge): File within 30 days of full repayment and satisfaction.
• DIR-12 (Change in Director/KMP): File within 30 days of the appointment, resignation, or vacation of office.
• MGT-14 (Filing of resolutions): Ordinary and special resolutions that are required to be filed must be submitted within 30 days of being passed.

Missing PAS-3 on a funding round is particularly costly — it directly affects a company's ability to issue valid share certificates, which becomes a due-diligence failure in the next funding round.

Income Tax Compliance Calendar for FY 2026-27

Statutory Audit and Income Tax Return

Every Pvt Ltd company must get its accounts audited under Section 139 of the Companies Act, 2013. This is non-negotiable regardless of turnover. Most Pvt Ltd companies will also attract tax audit under Section 44AB of the Income Tax Act, 1961 if their business turnover exceeds Rs. 1 crore — or Rs. 10 crore if cash transactions constitute 5% or less of total receipts and payments.

For FY 2026-27:

• ITR due date (tax audit cases): 31 October 2027
• ITR due date (companies with international transactions / transfer pricing): 30 November 2027
• Tax Audit Report (Form 3CA-3CD or 3CB-3CD) must be uploaded before the ITR is filed

Filing ITR beyond the due date attracts interest under Section 234A at 1% per month on the tax due, plus a late-filing fee of Rs. 5,000 under Section 234F (reduced to Rs. 1,000 if total income is below Rs. 5 lakh — but companies rarely qualify at that income level).

Advance Tax: Four Instalments, Four Opportunities to Get It Wrong

Companies must pay advance tax in four tranches. For AY 2027-28 (FY 2026-27), the due dates and cumulative percentages are:

Shortfall in any instalment attracts interest under Section 234C at 1% per month on the deficit. A persistent shortfall through the year also attracts Section 234B interest if total advance tax paid is less than 90% of the final assessed tax. Estimate conservatively in June, revisit your projections in September with actual H1 numbers.

TDS: Deduct, Deposit, Return, Certificate

TDS is the most operationally intensive income-tax obligation for most Pvt Ltd companies. The sequence is:

1. Deduct TDS at the point of credit or payment (whichever is earlier)
2. Deposit into the government account by the 7th of the following month (April deductions are due by 30 April, not 7 May)
3. File quarterly TDS returns: Form 26Q (non-salary payments), 24Q (salary), 27Q (non-residents)
4. Issue TDS certificates: Form 16 to employees by 15 June; Form 16A to other deductees within 15 days of the due date of the quarterly return

Late deposit of TDS attracts interest at 1.5% per month under Section 201(1A) from the date of deduction to the date of actual deposit. Late filing of the TDS return attracts a mandatory fee of Rs. 200 per day under Section 234E — minimum Rs. 200/day, maximum equal to the TDS amount. Additionally, the Assessing Officer may impose a penalty of Rs. 10,000 to Rs. 1,00,000 under Section 271H for late or incorrect TDS returns.

GST Compliance: The Monthly Rhythm You Cannot Skip

GSTR-1, GSTR-3B, and the QRMP Option

If your aggregate turnover in the preceding FY was up to Rs. 5 crore, you may opt for the Quarterly Return Monthly Payment (QRMP) scheme. Under QRMP, GSTR-1 is filed quarterly, but you must make a fixed payment (IFF or 35% of previous quarter's liability) in months 1 and 2 of the quarter.

If you are above Rs. 5 crore, or outside QRMP:

• GSTR-1: Filed by the 11th of the following month (monthly)
• GSTR-3B: Filed by the 20th of the following month for most taxpayers (some states get the 22nd or 24th)

Late fee for GSTR-3B: Rs. 50 per day (Rs. 25 CGST + Rs. 25 SGST) where there is a tax liability; Rs. 20 per day (Rs. 10 + Rs. 10) for nil returns. The late fee is waived for GSTR-3B only when the government issues a specific notification — do not assume it will always be waived.

Input Tax Credit Reconciliation

By the 20th of the following month, reconcile GSTR-2B (auto-generated ITC statement) against your purchase register. ITC claimed in GSTR-3B that does not appear in GSTR-2B can be disallowed in assessment. The GSTN now matches GSTR-1 data of your supplier against your GSTR-2B in near real time, and discrepancies attract notices automatically.

Annual GST Return and Reconciliation Statement

• GSTR-9 (Annual Return): Due 31 December following the close of the FY (i.e., 31 December 2026 for FY 2025-26)
• GSTR-9C (Self-certified Reconciliation Statement): Mandatory if turnover exceeds Rs. 5 crore in the relevant FY

Late fee for GSTR-9: 0.04% of turnover (0.02% CGST + 0.02% SGST) per day of delay, subject to a maximum of 0.25% of turnover for each of CGST and SGST.

E-Invoicing and E-Way Bills

If your aggregate turnover in any preceding FY since FY 2017-18 exceeds Rs. 5 crore, e-invoicing is mandatory for all B2B supplies. You must generate the Invoice Reference Number (IRN) from the Invoice Registration Portal (IRP) before or at the time of raising the invoice. A physical or digital invoice without a valid IRN is treated as no invoice under GST law — meaning your buyer cannot claim ITC on it.

For movement of goods worth more than Rs. 50,000 (intra-state or inter-state for most goods), generate an e-way bill on the GST portal before the goods move. The e-way bill is valid for one day for every 200 km of distance (or part thereof).

Labour, Payroll, and Sectoral Obligations

This layer is often the last to be systematised, but regulators have become increasingly active in enforcement.

• EPF (Employees' Provident Fund): Mandatory if you have 20 or more employees. ECR (Electronic Challan cum Return) must be filed and the contribution (12% employer + 12% employee on basic + DA) deposited by the 15th of each month.
• ESI (Employees' State Insurance): Mandatory if you have 10 or more employees and any employee earns up to Rs. 21,000 per month. Contributions (3.25% employer, 0.75% employee) deposited by the 15th of each month.
• Professional Tax: Levied by state governments. Applicable in Maharashtra, Karnataka, Telangana, West Bengal, and several other states. The employer deducts from the employee and pays to the state portal — typically monthly or annually depending on state rules.
• Shops and Establishments Act: Registration (and renewal in states that require it) under the applicable state Act. Display the registration certificate at the premises.
• Gratuity provisioning: Not a monthly filing, but an annual accounting obligation — you must provision for gratuity liability under the Payment of Gratuity Act, 1972 for every employee who has completed one year of service. The actuarial valuation feeds into the statutory audit.

Sector-specific licences — FSSAI for food businesses, drug licence for pharma, NBFC registration under RBI, SEBI registration for investment advisers — follow their own renewal calendars and must be mapped separately.

Statutory Registers and Internal Hygiene

The Companies Act requires every Pvt Ltd company to maintain physical or electronic statutory registers at its registered office. These are not filing obligations, but they must be production-ready because the Registrar of Companies or an investor's legal team can ask to inspect them.

Registers to maintain and update continuously:

• Register of Members (Section 88) — names, addresses, share details of all shareholders
• Register of Directors and KMP (Section 170) — DINs, DSCs, addresses, shareholdings
• Register of Charges (Section 85) — all secured borrowings
• Register of Contracts (Section 189) — contracts in which directors are interested
• Register of Loans and Investments (Section 186)
• Minutes books — board meetings and general meetings, signed within 30 days

Secretarial audit under Section 204 is mandatory for listed companies and unlisted public companies above a threshold. It is not mandatory for Pvt Ltd companies unless they qualify under the rules — but voluntary secretarial audit is increasingly expected by PE/VC investors during due diligence.

Conduct a board-level compliance review at least once a year, typically before the AGM. Use this session to sign off on all registers, confirm that all filing deadlines were met, and identify any pending rectifications.

Worked Example: The Real Cost of Drifting Off-Calendar

Scenario: Northstar Tech Pvt Ltd, a software startup incorporated in FY 2022-23. The founding team is heads-down on a product launch and misses its FY 2025-26 compliance deadlines.

The damage:

Total avoidable outgo: approximately Rs. 2,31,650 — for a company that had no wilful intent to evade, just no calendar. The DPT-3 penalty alone, which many founders have never heard of, accounts for most of the damage.

Beyond fees, the company's DINs risk deactivation, the MCA21 dashboard shows the company as a defaulter, and this flag surfaces in any investor or lender due-diligence check.

Common Mistakes and Pitfalls to Avoid

1. Treating the AGM as the start of compliance, not the end. The AGM is the deadline for holding a meeting — the filings clock starts running from that date. If you hold the AGM on 30 September 2026 (the last permissible date), AOC-4 is due by 30 October and MGT-7A by 29 November. You have no buffer.

2. Skipping DPT-3 because "we have no deposits". Unsecured loans from promoters and directors are covered under the DPT-3 return. Nearly every early-stage company has some. File a return even if it partially covers only outstanding borrowings; do not assume nil means you are exempt.

3. Claiming ITC without checking GSTR-2B. ITC claimed in GSTR-3B based on purchase invoices, without verifying that the supplier has uploaded data in their GSTR-1, can be reversed with interest at 18% per annum. Check GSTR-2B on the 14th of each month before filing GSTR-3B.

4. Forgetting to issue Form 16A quarterly. Deductees — vendors, consultants, landlords — need Form 16A to claim credit in their ITR. If you issue certificates late or not at all, they will raise disputes that trace back to your TDS records.

5. Counting advance tax on only projected profit, ignoring MAT. Companies with book profits may be liable to Minimum Alternate Tax (MAT) at 15% under Section 115JB, even if the regular tax computation shows a lower figure. Factor this into your 15 June instalment — it cannot be corrected cheaply after 15 March.

6. Assuming small company = fewer obligations. Small companies get a simplified annual return (MGT-7A) and a simpler audit report (Form 3CB-3CD instead of 3CA-3CD), but they must still comply with board meeting requirements, DPT-3, DIR-3 KYC, advance tax, TDS, and GST. "Small" is a classification, not a compliance exemption.

7. Not tracking event-based forms during fundraising. A share allotment during a funding round must be reported in PAS-3 within 30 days. Many companies file this months later, after a SEBI or RBI filing surfaces the gap. The ROC's late fee of Rs. 100 per day compounds, and the cap-table document trail for the next round becomes messy.

Key Takeaways

• Build a compliance calendar with named owners before the financial year starts, not after something goes wrong. Map every due date for the full FY 2026-27 by the first board meeting of the year.
• DPT-3 on 30 June is your earliest annual filing obligation and the most commonly missed. Confirm the outstanding loan schedule with your accounts team in May.
• DIR-3 KYC for all directors must be filed by 30 September — the same day as the AGM. Block time for this in the same sitting.
• The TDS → deposit → return → certificate chain is monthly, not quarterly. Late deposit interest runs at 1.5% per month and compounds across the year. Automate the 7th-of-month deposit instruction with your bank.
• Reconcile GSTR-2B to your purchase register every month before filing GSTR-3B. A single unverified ITC claim can attract an 18% interest reversal during scrutiny.
• AGM on the last permissible date leaves zero buffer for ROC filings. Aim to hold the AGM by 31 August so AOC-4 is due 30 September and you have September to file.
• Statutory registers are inspected during funding due diligence, not just by regulators. An unmaintained register of members or minutes book with unsigned pages will stall a deal faster than a late filing fee.