Annual Compliance of a Private Limited Company

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What are the Essential Aspects of Annual Compliance of a Private Limited Company?


Annual compliance is one of the biggest responsibilities for smoother functioning of a Private Limited Company. It is always preferred that these compliances must be followed diligently to avoid any penalties and fines in the future. Thus, one must be aware of the annual compliance of a Private Limited Company to be followed. Apart from the below mentioned annual compliances, one must be on a lookout for any amendments and notifications that may subject the Private Limited Company to any more legal or regulatory annual compliances.

1. The Annual General Meeting (AGM)

A meeting for shareholders is required to be held every single year, for the primary tasks such as approval for the financial statements, declaration of their dividends, auditor’s appointment etc. AGM is to be held in a city where company’s registered office situates.

2. Board Meetings

it is mandatory that a minimum of 4 (four) board meetings are held within a period of one year, which implies 1 (one) board meeting every quarter. The quorum of directors being 1/3rd or the two directors, and whichever will be greater shall be present for the meeting. Such board meetings must be logged and signed minutes must be maintained.

3. Filing of Annual Forms

Apart from annual financials, there are some other forms required to be filed. Such forms required the certification of a practicing CA or CS.

4. Yearly Forms by the Company’s Directors

It is mandatory that the company directors should inform about their directorship in the other companies annually.

What are Statutory registers to be maintained?


A Private Limited Company is required to maintain various registers at the company's registered office. The following are the kinds of Statutory Registers to be maintained:

  • Register of Sweat Equity Shares
  • Register of Share Certificates
  • Register of Debenture-holders
  • Register of Charges and Instrument of Charges
  • Index of Members
  • Register of purchased back offers
  • Register of Deposits Shares Register of Members
  • Register of some other Security Holders
  • Copies of Annual Returns
  • Minutes Book of:
    1. 1. Board of Directors and Committees of the Board Attendance Registers for a meeting of Board
    2. 2. Minutes Books of General Meetings and Creditors Meetings
    3. 3. Books of records, budgetary proclamations and others.
  • Register of Chief and key administrative members
  • Register of interest in offers or securities not held for the organization
  • Register of advances/ensure/security and speculations
  • Register of Contracts, with Directors, Firms, and the Companies in which Directors are intrigued.
  • Contracts by the company for the Manager or Managing Director.
  • Failure to comply with the keeping of these registers attracts a punishment of Rs, 1 lakh, extending up to Rs. 10 lakh. Any officer in default may be subjected to a punishment of Rs 25 thousand up to 1 lakh.

What are event based annual compliances of a private limited company?


Apart from the above, there are certain event based compliances

  • Transfer of shares,
  • Allotment of shares,
  • Receipt of any share application money,
  • Change in the statutory auditors,
  • Change in the Signatories for the Banks,
  • Appointment of Managing director,
  • Appointment of directors,

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