Private Limited Company annual compliance checklist: forms, due dates and late fees

Every Private Limited Company in India must get its accounts audited, hold its AGM by 30 September, file AOC-4 within 30 days and MGT-7 or MGT-7A within 60 days of the AGM, and file its income tax return, every year, even if it did no business. Each director files DIR-3 KYC once every three financial years, and filings such as ADT-1, DPT-3 and MSME-1 apply in some cases.

These filings keep the company in good standing. Missing them costs ₹100 a day per form in additional fees, with no upper limit, and long defaults can disqualify directors and lead to the company being struck off. This checklist explains each requirement in plain language, with due dates and what happens if you are late. The basics of the structure are in the Private Limited Company lessons, and the short version of this calendar is in the lesson Annual Compliance: what never stops. The same checklist for the other structures: OPC annual compliance checklist and LLP annual compliance checklist.

What are the yearly compliances for a Private Limited Company?

A company's financial year runs from 1 April to 31 March. The dates below are for a normal financial year.

Compliance	What it is	Due date	Applies to
Statutory audit	Audit of accounts by a Chartered Accountant	Before the AGM	Every company
AGM	Shareholders adopt the audited accounts	30 September (first AGM: within 9 months of the first year end)	Every company
AOC-4	Financial statements filed with the Registrar	Within 30 days of the AGM	Every company
MGT-7 / MGT-7A	Annual return	Within 60 days of the AGM	Every company (MGT-7A for small companies)
ADT-1	Appointment of the auditor	Within 15 days of the AGM	When an auditor is appointed or re-appointed
Income tax return (ITR-6)	The company's own tax return	31 October	Every company
Tax audit report	Audit under the Income-tax law	30 September	When turnover crosses the tax audit limit
DIR-3 KYC	KYC of each director's DIN	30 June, once every three financial years	Every director
DPT-3	Return of deposits and of money not treated as deposits	30 June	Companies with such money outstanding on 31 March
MSME-1	Half-yearly return of dues to micro and small suppliers	30 April and 31 October	When such dues are older than 45 days
MBP-1 and DIR-8	Directors' disclosures	First board meeting of each financial year	Every director

For the financial year 2025-26, the Central Board of Direct Taxes (CBDT) has extended the tax audit report date to 21 October 2026 and the income tax return date for audit cases, including companies, to 21 November 2026. GST, TDS and state filings such as professional tax apply separately. They are covered in the GST Registration lessons and the Life after Registration lessons.

What must a new Private Limited Company do after incorporation?

Some compliances happen only once, in the first months after incorporation. They are explained step by step in The first 180 days.

Task	Due date	What it is
First board meeting	Within 30 days of incorporation	Directors note the Certificate of Incorporation and take the first decisions
First auditor	Within 30 days of incorporation	The board appoints the first auditor; if it does not, the members do so within 90 days
Share certificates	Within 60 days of incorporation	Issued to the first shareholders, or shares credited in demat form where demat applies
INC-20A	Within 180 days of incorporation	Declaration that shareholders have paid for their shares; business and borrowing should start only after it

Private companies that are not small companies must issue and hold their shares in demat form. Since 1 December 2025, a small company is one with paid-up capital up to ₹10 crore and turnover up to ₹100 crore. Most new companies qualify, so the demat rule usually applies later, as the company grows.

Which yearly forms are filed with the Registrar?

The AGM

The Annual General Meeting is the yearly meeting of shareholders where the audited financial statements are adopted and, when due, the auditor is appointed. It must be held within six months of the end of the financial year, which means by 30 September, and not more than 15 months after the previous AGM. The first AGM can be held within nine months of the end of the first financial year. The Registrar can extend the date by up to three months for a special reason, but not for the first AGM. The AGM itself is not a form, but the dates of AOC-4 and MGT-7 are counted from it.

AOC-4 (financial statements)

AOC-4 carries the audited balance sheet, profit and loss account, notes, Board's report and auditor's report. A cash flow statement is included unless the company is a small company. It is due within 30 days of the AGM, which means by 30 October if the AGM is held on 30 September. If the AGM is not held, the 30 days run from the date by which it should have been held. Larger companies, for example those with paid-up capital of ₹5 crore or more or turnover of ₹100 crore or more, file in XBRL format, and a company with a subsidiary also files its consolidated statements.

MGT-7 or MGT-7A (annual return)

The annual return lists the shareholders, directors and key managerial personnel, the meetings held during the year and other details as on 31 March. It is due within 60 days of the AGM, which means by 29 November if the AGM is held on 30 September. Small companies and OPCs file the shorter MGT-7A. The annual return of a company with paid-up capital of ₹10 crore or more, or turnover of ₹50 crore or more, must be certified by a practising Company Secretary in Form MGT-8. If the company has a website, the annual return is also placed on it.

ADT-1 (auditor appointment)

At the first AGM, the shareholders usually appoint the auditor for a term of five years, and the company files ADT-1 within 15 days of the AGM. A fresh ADT-1 is filed whenever an auditor is appointed or re-appointed. If an auditor resigns, the auditor files ADT-3 within 30 days.

All these forms are filed on the MCA portal with a director's Digital Signature Certificate (DSC).

When does a Private Limited Company need an audit?

Every company needs a statutory audit every year, whatever its turnover, even if it had no business at all. The auditor must be a practising Chartered Accountant who is independent of the company. The audit must be completed before the board approves the financial statements and before the AGM, because the audited figures go into AOC-4.

A tax audit under the Income-tax law is a separate test. It is generally required when business turnover exceeds ₹1 crore, or ₹10 crore where cash receipts and cash payments are each within (5%) of the total. A company can therefore need a statutory audit only, or both a statutory audit and a tax audit.

What is the income tax return due date for a Private Limited Company?

A company files its income tax return in form ITR-6 on the Income Tax e-filing portal. Because every company is audited, the normal due date is 31 October (30 November where transfer pricing applies). For the financial year 2025-26, CBDT has extended the date for audit cases to 21 November 2026.

Most new companies choose the concessional tax rate (22%), plus surcharge and cess, in exchange for giving up certain deductions. Advance tax is paid in four instalments, by 15 June, 15 September, 15 December and 15 March. From 1 April 2026 the Income-tax Act, 2025 has replaced the 1961 Act, so section numbers in older articles have changed. Always check the current due date on the Income Tax portal, because dates are sometimes extended.

What is DIR-3 KYC for directors?

Every director has a DIN (Director Identification Number). DIR-3 KYC confirms the holder's personal details, such as mobile number, email and address, with the Ministry of Corporate Affairs.

Until recently this was an every-year filing. Under the amended rules effective from 31 March 2026, DIN holders now file DIR-3 KYC once every three financial years, by 30 June of the year following the third financial year. Separately, any change in mobile number, email or residential address must be reported within 30 days of the change. If KYC is not filed on time, the DIN is deactivated and a fee of ₹5,000 applies to reactivate it. A director with a deactivated DIN cannot sign the company's forms.

Which other filings and records apply?

• Board meetings — at least four a year, with not more than 120 days between two meetings. A small company may instead hold one meeting in each half of the calendar year, at least 90 days apart. Minutes are written up within 30 days of each meeting.
• Director disclosures — each director gives MBP-1 (interest in other entities) and DIR-8 (not disqualified) at the first board meeting of every financial year, and whenever the position changes.
• DPT-3 — a return, by 30 June, of deposits and of money received that is not treated as a deposit, such as a loan from a director, outstanding on 31 March.
• MSME-1 — a half-yearly return, by 30 April and 31 October, if the company owes money to micro or small enterprise suppliers for more than 45 days.
• Statutory registers — registers of members, directors and charges are kept up to date at the registered office.
• Secretarial Standards — board and general meetings follow Secretarial Standards SS-1 and SS-2 on notices, quorum and minutes.
• CSR — Corporate Social Responsibility applies only above set limits, for example net profit of more than ₹5 crore in a year.

What happens if a Private Limited Company files late?

There are four layers of consequences:

1. Additional fees. AOC-4 and MGT-7 attract an additional fee of ₹100 per day, per form, with no upper limit, on top of the normal filing fee. A company one year late on both forms owes roughly ₹73,000 in additional fees alone.
2. Penalties under the Act. Separately, the company can be fined ₹10,000 plus ₹100 for each day the default continues, up to ₹2 lakh, and each officer in default up to ₹50,000 (Sections 92 and 137). Not holding the AGM can lead to a fine of up to ₹1 lakh, plus up to ₹5,000 for each day the default continues (Section 99). Penalties for small companies and start-ups are half these amounts, within lower caps.
3. Disqualification of directors. If the financial statements or annual returns are not filed for three continuous financial years, every director is disqualified for five years from being a director of any company.
4. Strike-off risk. A company that does not file for years can be treated as inactive, and the Registrar can strike its name off the register.

On the tax side, a late ITR attracts a late fee of up to ₹5,000 and interest on unpaid tax, and business losses of that year cannot be carried forward. If filings are already overdue, What happens if you miss a compliance deadline? sets out the order in which to catch up.

Which event-based filings are often forgotten?

Some filings are triggered by changes rather than the calendar. Each is generally due within 30 days of the change:

• DIR-12 — when a director is appointed, resigns or changes designation.
• INC-22 — when the registered office moves.
• SH-7 — when the authorised capital is increased.
• PAS-3 — when new shares are allotted (within 15 days for a private placement).
• MGT-14 — when a special resolution is passed, for example to change the Articles of Association.
• CHG-1 — when a loan is secured by a charge on the company's assets.
• BEN-2 — when the company receives a declaration of significant beneficial ownership.

Late filing of these forms also attracts additional fees, so it helps to update the MCA records at the same time as the bank and GST records.

A month-by-month Private Limited Company compliance calendar

• April: close the books for the year ended 31 March; MSME-1 for October–March by 30 April; MBP-1 and DIR-8 at the first board meeting.
• May–June: statutory audit; DPT-3 by 30 June; DIR-3 KYC by 30 June in the years it is due; advance tax by 15 June.
• July–September: board approves the financial statements and the Board's report; notice of the AGM; AGM by 30 September; tax audit report by 30 September (if applicable); advance tax by 15 September.
• October: ADT-1 within 15 days of the AGM; AOC-4 by 30 October; MSME-1 for April–September by 31 October; ITR by 31 October.
• November: MGT-7 or MGT-7A by 29 November.
• December and March: advance tax by 15 December and 15 March; board meetings so that no gap exceeds 120 days.
• All year: event-based forms within 30 days of any change; GST and TDS returns on schedule.

To see these dates for your own company from its date of incorporation, use the Compliance calendar.

Does a Private Limited Company with no business still need to file?

Yes. The audit, AGM, AOC-4, MGT-7 or MGT-7A and the income tax return are due even if the company had no income or transactions. A company that has no plans for some time can apply for dormant status in Form MSC-1, which reduces its yearly filings. If the founders do not plan to use the company at all, closing it through a strike-off application in Form STK-2, once the conditions are met, is usually cheaper than paying fees on an unused company year after year. The steps are in Closing a company or LLP properly.

Key takeaways

• Audit, AGM by 30 September, AOC-4 within 30 days and MGT-7 or MGT-7A within 60 days of the AGM, every year, even with no business.
• The income tax return is due by 31 October (21 November 2026 for the financial year 2025-26).
• Directors file DIR-3 KYC once every three financial years, by 30 June, and give MBP-1 and DIR-8 every year.
• AOC-4 and MGT-7 cost ₹100 a day each when late, with no upper limit; three years of non-filing disqualifies every director.
• Changes in directors, office, capital or shares need their own forms, generally within 30 days.