From annual filings to structural changes, director KYC to winding up — Diwan Groups handles every MCA compliance need under one roof, accurately and on time.
Every Private Limited Company, OPC, and Public Limited Company must fulfil mandatory annual MCA compliances — regardless of turnover, profit, or business activity — including holding minimum 4 Board Meetings per year (2 for OPC/Small Companies), conducting AGM by 30th September, filing Form AOC-4 (Financial Statements) within 30 days of AGM and Form MGT-7/MGT-7A (Annual Return) within 60 days of AGM, and filing ITR-6 with Income Tax by 31st October — with OPCs enjoying relaxed compliance (exempt from AGM, file simplified MGT-7A) — and non-compliance attracting additional fees of ₹100 per day per form, director disqualification under Section 164(2), and compulsory strike-off under Section 248 of the Companies Act, 2013.
⚠️ Non-filing penalty: Up to ₹5 lakhs for the company + directors liable for prosecution. Directors may be disqualified for 5 years if returns not filed for 3 consecutive years.
AOC-4 Due Date
Within 30 days of AGM
MGT-7 Due Date
Within 60 days of AGM
Board Meetings
Minimum 4 per year
AGM
Within 6 months of FY end
Every LLP registered under the LLP Act, 2008 must fulfil mandatory annual MCA compliances — regardless of turnover, profit, or business activity — with two key filings: Form 11 (Annual Return) due by 30th May and Form 8 (Statement of Accounts & Solvency) due by 30th October every year — with LLPs having turnover exceeding ₹40 lakh or capital contribution exceeding ₹25 lakh required to get accounts audited by a CA before filing Form 8. Additionally, LLPs must file ITR-5 by 31st July (non-audit) or 31st October (audit cases) — and while LLPs enjoy a lighter compliance structure than companies (no mandatory Board Meetings or AGM), delay in Form 8 or Form 11 attracts ₹100 per day per form with no upper cap, making timely filing absolutely critical to avoid accumulation of heavy penalties.
⚠️ Non-filing penalty for LLPs: Up to ₹5 lakhs — significantly higher than for private limited companies (₹1 lakh). Daily late fee of ₹100 applies from the due date.
Form 11 (Annual Return)
Due by 30th May each year
Form 8 (Accounts)
Due by 30th October each year
ITR-5
Income Tax Return (annual)
A Private Limited Company can change its name at any time by passing a Special Resolution and obtaining MCA approval via Form INC-24 — subject to name availability and compliance with the Companies (Incorporation) Rules, 2014 — following which a fresh Certificate of Incorporation (COI) with the new name is issued by the ROC within 15–20 working days. Importantly, a name change does not affect the company’s legal identity — the CIN remains unchanged, and all existing contracts, licenses, bank accounts, intellectual property rights, and liabilities continue seamlessly under the new name without any fresh execution or re-registration required.
Approval Required
Shareholders via Special Resolution
MCA Approval
Form INC-24 + MGT-14
Processing Time
15–30 working days
Effect
New Certificate of Incorporation issued
A company’s Registered Office is its official address recorded with the ROC — all government communications, legal notices, and MCA correspondence are directed here under Section 12 of the Companies Act, 2013 — and any change in address follows a three-tier process based on the scope of relocation: (i) within the same city requires only a Board Resolution and filing Form INC-22 within 15 days; (ii) change to a different city within the same state requires a Special Resolution and Form INC-22 within 15 days; and (iii) change to a different state — the most complex — requires a Special Resolution, Regional Page 6 of 11 Director approval via Form INC-23, newspaper publication, creditor/RD approval, filing Form INC-28 within 30 days of Central Government order, followed by Form INC-22 — with the updated address mandatorily displayed on all company letterheads, invoices, and official documents.
Within Same City
Board resolution + Form INC-22
Different City (same state)
Special resolution + ROC filing
Different State
MOA amendment + RD approval required
Proof Verification
Within 30 days of change
Form DIR-3 KYC is a mandatory annual compliance for every DIN holder — whether active, inactive, or disqualified — requiring filing with the MCA by 30th September each year to update personal details (address, mobile, email) verified via Aadhaar OTP (Indian nationals) or DSC (foreign nationals), with directors having no changes using the simplified web-based DIR-3 KYC and those with updated details filing the full e-form — failure to file by the deadline triggers automatic DIN deactivation by MCA, immediately disabling the director from signing resolutions, filing MCA forms, or being appointed in any company, and reactivation requires filing the pending KYC with a mandatory late fee of ₹5,000 with no waiver available.
⚠️ Missing the September 30th deadline results in immediate DIN deactivation. The director cannot perform any functions or file any forms on MCA portal until the DIN is reactivated by paying ₹5,000.
Annual Due Date
September 30th every year
Late Filing Fee
₹5,000 (DIN reactivation penalty)
Form Type 1
DIR-3 KYC (first time / detail update)
Form Type 2
DIR-3 KYC-WEB (unchanged details)
Appointment of a New Director requires the proposed director to first obtain a Director Identification Number (DIN) and Digital Signature Certificate (DSC), followed by passing a Board Resolution (for additional director) or an Ordinary Resolution at AGM/EGM (for regular director) — the appointment must then be reported to the ROC by filing Form DIR-12 within 30 days, along with Form DIR 2 (consent to act as director) and Form DIR-8 (declaration of non disqualification). The company’s statutory registers — Register of Directors (MGT-7) and Register of Members — must be updated immediately to reflect the new appointment, and the director’s details must be disclosed in the next Board Meeting minutes.
Filing Form
DIR-12 (change in directorship)
Filing Deadline
Within 30 days of appointment
Approval
Board resolution + MGT-14 at EGM
Director Requirement
DIN + DSC mandatory
Resignation or Removal of a Director follows a distinct process depending on the mode of exit — a voluntary resignation requires the director to submit a written notice to the Board, which becomes effective from the date of notice or the date mentioned therein (whichever is later), while removal by shareholders requires an Ordinary Resolution at a General Meeting with special notice of 28 days under Section 169 of the Companies Act, 2013. In both cases, Form DIR-12 must be filed with the ROC within 30 days of the resignation/removal taking effect — failure to file within the deadline attracts additional fees of ₹100 per day, and the outgoing director should also file Form DIR-11 independently to protect their own interest and ensure the ROC records reflect the exit accurately.
Resignation Route
Letter to Board → DIR-12 filing
Removal Route
Special resolution at general meeting
Filing Deadline
Form DIR-12 within 30 days
Director's Own Filing
DIR-11 (voluntary by director)
Form ADT-1 is a mandatory statutory filing under Section 139 of the Companies Act, 2013, required to notify the ROC of the appointment or reappointment of a statutory auditor — applicable to all companies including Public, Private, OPC, and Listed entities — and as per MCA clarification effective July 14, 2025, it is now mandatory for all auditor appointments without exception, including the first auditor appointed by the Board within 30 days of incorporation, and must be filed within 15 days of appointment or AGM, accompanied by the auditor’s written consent and eligibility certificate under Section 141 — with non-filing attracting additional fees of ₹100 per day.
Filing Deadline
Within 15 days of appointment
Applicable To
All companies (public, private, OPC)
Government Fee
₹300 per filing
New Rule (2025)
Mandatory even for first Board-appointed auditor
Form DPT-3 is a mandatory annual return filed by all companies — except Government and Banking Companies — under Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014, disclosing all outstanding loans, borrowings, advances, and amounts received (whether classified as deposits or not) by 30th June every year for the period ending 31st March, supported by an auditor’s certificate — and failure to file attracts penalties under Section 76A extending to ₹1 crore for the company and ₹25 lakh for every officer in default, making it a critical yet frequently overlooked compliance, especially for companies with loans from directors or related parties.
⚠️ Non-filing of DPT-3 attracts penalties under Section 76A of the Companies Act. Both the company and every officer in default are liable to pay fines.
Annual Due Date
June 30th every year
Data Period
Details as on March 31st
Applicable To
All companies except government companies
Certification
Auditor's Certificate required
The MOA is the supreme constitutional document defining a company’s name, registered office, objects, authorised capital, and liability clauses, while the AOA governs its internal management — covering directors’ powers, shareholders’ rights, meeting procedures, and share transfer rules — and any amendment to either requires a Special Resolution under Section 13 (MOA) or Section 14 (AOA), followed by filing Form MGT-14 with the ROC within 30 days, with MOA amendments additionally requiring Regional Director or NCLT approval in certain cases and becoming effective only from the date of ROC registration.
Key Form
Form MGT-14 (special resolution)
Filing Window
Within 30 days of passing resolution
State Change
Requires Regional Director approval
Capital Clause
Also requires Form SH-7
Authorised Capital is the maximum share capital limit defined in the MOA beyond which a company cannot issue shares — and when this ceiling needs to be increased to accommodate fresh share issuance for funding or investor induction, the company must pass an Ordinary Resolution at an EGM under Section 61 of the Companies Act, 2013, amend the MOA’s Capital Clause, and file Form SH-7 with the ROC within 30 days along with the altered MOA and certified resolution copy — noting that this process attracts additional ROC stamp fees based on the incremental capital slab, and the increased capital becomes effective only upon ROC approval, after which fresh shares can be allotted via Form PAS-3.
Resolution Type
Ordinary Resolution at EGM
Key Form
Form SH-7 + Form MGT-14
Filing Window
Within 30 days of resolution
Government Stamp Duty
Applicable on increased capital
Winding up an LLP is the formal process of dissolving the partnership — liquidating assets, settling debts, and distributing remaining funds to partners — and can be done in two ways: (i) Voluntary Winding Up, the most common route, initiated by a resolution passed by at least ¾ of the total partners, followed by a Declaration of Solvency (Form 2), appointment of a Liquidator, creditor approvals (if applicable), and filing Form 1 with the ROC within 30 days; or (ii) Compulsory Winding Up by the National Company Law Tribunal (NCLT) under the LLP Act, 2008 or the Insolvency and Bankruptcy Code — triggered by non compliance, financial distress, or fraudulent activities — with defunct LLPs having the additional simplified option of striking off via Form 24 under the LLP (Amendment) Rules, 2017.
⚠️ Non-filing of DPT-3 attracts penalties under Section 76A of the Companies Act. Both the company and every officer in default are liable to pay fines.
Voluntary Route
Partners' mutual decision
Compulsory Route
NCLT order (insolvency/non-compliance)
Liquidator Required
Yes — appointed by partners or NCLT
Governed By
LLP Act, 2008 + IBC 2016
Winding up a company is the formal legal process of concluding operations — liquidating assets, settling creditor dues, and distributing remaining funds to shareholders before final dissolution — governed under Chapter XX of the Companies Act, 2013 read with the Insolvency and Bankruptcy Code (IBC), 2016, and can be done in two ways: (i) Voluntary Winding Up under Section 59 of the IBC, initiated by a Board Declaration of Solvency and a Special Resolution by shareholders, followed by appointment of a Liquidator who settles all dues and files final reports with the NCLT/ROC; or (ii) Compulsory Winding Up ordered by the NCLT under Section 271 of the Companies Act, triggered by inability to pay debts, fraud, regulatory violations, or just-and equitable grounds — with the appointed Company Liquidator submitting afinal report to the NCLT, upon which the tribunal passes a dissolution order and the ROC strikes off the company’s name.
Voluntary Route
Board solvency declaration + special resolution
Compulsory Route
NCLT order (debt/non-compliance)
NCLT Dissolution
Within 60 days of application
Gazette Notice
Mandatory within 10 days of resolution
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