Service brief · Chapter I · Annual Compliance

Yearly compliance,handled in full.

Every year your company or LLP has to file returns, hold meetings, keep registers current, and refresh director KYC. The retainer covers all of it under one fixed yearly fee — one Practising Company Secretary signing your filings, every deadline tracked.

I.
Part One

How the retainer works

What is covered, when each filing happens, and what it costs.

The scope

What the retainer covers

One yearly engagement that covers everything a company or LLP has to file, sign, and keep on record to stay current with the Registrar. One Practising Company Secretary signing your filings, one fixed yearly fee, every deadline tracked.

For a Private Limited Company or OPC

  • The yearly filings

    The audited accounts filed within 30 days of the annual general meeting (AGM). The annual return filed within 60 days of the AGM. Coordination with your CA on the company's income-tax return.

  • Director KYC

    Director KYC for every director, once every three years, by 30 September. Each director's ID is tracked and any deactivations flagged in time.

  • Board meetings and AGM paperwork

    Notice and agenda for the four yearly board meetings (two for OPCs and small companies). Minutes drafted and entered in the minute book. AGM notice, agenda, and minutes.

  • Required registers

    The Register of Shareholders, Register of Directors and Senior Managers, Register of Loans, Register of Charges (on the company's assets), and Register of Company Bonds — kept current as each event happens.

  • Auditor coordination

    Auditor-appointment filings whenever the auditor is appointed, reappointed, or changed. Timeline coordination with your CA so accounts-filing deadlines are never missed.

  • Event filings, up to a sensible cap

    Routine event filings included up to four a year — director additions or removals, share allotments, charge creation or satisfaction, name changes. Beyond four, each is quoted separately.

  • Live compliance calendar

    Every upcoming filing, meeting, and KYC deadline visible in your dashboard. Reminders fire 30, 14, and 3 days before each due date.

For an LLP

  • The yearly filings

    The annual return (Form 11) by 30 May. The statement of accounts and solvency (Form 8) by 30 October.

  • Partner KYC

    Partner KYC for every designated partner, once every three years, by 30 September.

  • Agreement and partner-change filings

    A short form (Form 3) for any change to the LLP Agreement — capital, profit-share, or partner roles. Another short form (Form 4) for adding or removing partners. Up to two events a year included; more are quoted separately.

  • Required registers

    The Register of Partners, Register of Charges, and other registers required by law — kept current.

The year at a glance

What happens, and when

For the usual March-ending financial year, the work runs in three rhythms: a quiet first half, an audit-and-tax middle, and a filing-heavy autumn.

  • April – May
    Q1
    Books close for the previous year. The audit begins. Data is gathered for the annual return — shareholding, director details, and borrowings as at 31 March.
  • By 30 May
    LLPs
    The LLP annual return (Form 11) is filed.
  • June – July
    Q2
    Audit finishes. The board approves the financial statements. Your CA files the company income-tax return (by 31 July if no tax audit applies, 31 October if it does).
  • By 30 September
    Director KYC year (every three years)
    Director KYC is filed for every director with an active director ID. Miss it and the ID is deactivated; reactivating costs ₹5,000.
  • September – October
    AGM
    The Annual General Meeting is held within 9 months of the financial year end (so by 31 December for a March year-end; the first AGM after incorporation has a longer window). The auditor is reappointed or replaced, and a short auditor-appointment form is filed where needed.
  • By 30 October
    LLPs
    The LLP statement of accounts (Form 8) is filed.
  • Within 30 days of AGM
    Companies
    The financial statements are filed — balance sheet, profit-and-loss, the board's report, the auditor's report, and a cash flow statement where it applies.
  • Within 60 days of AGM
    Companies
    The annual return is filed. Small companies and OPCs use a simpler version.
  • Throughout the year
    Continuous
    A minimum of 4 board meetings (2 for OPCs and small companies) with no more than 120 days between consecutive meetings. The required registers kept current. Event filings as they arise.
The records kept current

The registers and minute books required by law

Every company has to keep a set of registers and minute books at its registered office, kept up to date at all times. These are not just paperwork — they are the official record of who owns the company, what it owes, and how it makes decisions. A shareholder, a lender, or the Registrar can ask to inspect them any day.

  1. i.

    Register of Shareholders

    Every shareholder, the shares they hold, when they were issued or transferred, and what was paid. Updated with every share event.

  2. ii.

    Register of Directors and Senior Managers

    Personal details, director ID, date of appointment, and date of leaving for every director and senior manager. Updated within 30 days of any change.

  3. iii.

    Register of Charges

    Every secured loan, mortgage, or pledge created on the company's assets. Updated within 30 days of creation, change, or satisfaction, alongside the matching filing with the Registrar.

  4. iv.

    Register of Loans, Investments, and Guarantees

    Any loan, investment, or guarantee the company gives to another company.

  5. v.

    Register of Company Bonds and Other Securities

    For companies that issue bonds or any other securities — who holds them and how they have been transferred.

  6. vi.

    Minute books

    Minutes of every board meeting and every general meeting, signed and dated within 30 days. Kept as a permanent record.

How the year runs

What the year looks like from your side

The retainer is built to ask as little of your time as possible. Most things happen by dashboard, email, or WhatsApp. Calls only when a real decision needs to be made.

  • Getting started

    At the start, your incorporation documents, prior filings, current registers, and your auditor's details are collected. The current compliance position is assessed and anything that needs catching up is flagged before the next due date.

  • Board meetings, once a quarter

    Before each board meeting, the agenda and any resolutions are sent for your review. A short call or async review is usually enough. Minutes are drafted and entered in the minute book within 30 days.

  • Annual return season (April to June)

    Shareholding, director details, and borrowings are pulled together for the annual return. Most of this is already on file from the registers — you just confirm before filing.

  • Audit and AGM season (July to November)

    Your auditor's timeline is coordinated. AGM notice, agenda, and minutes are drafted. Resolutions for auditor reappointment, accounts approval, and any other AGM business are sent for review.

  • Event filings, as they come up

    When a director changes, shares are allotted, or a charge is created, you let us know on the dashboard or WhatsApp. The filing is done inside the 30-day window.

  • Live calendar in your dashboard

    Every upcoming deadline visible at a glance. Reminders 30, 14, and 3 days before each due date. Anything missed is escalated.

What it costs

The yearly fee

One fixed yearly fee that covers everything in scope. No per-filing charges and no surprise add-ons inside the included scope.

The yearly fee

From ₹15,000 per year,billed in advance.

The fee depends on the type of entity and how active it is:

  • Small Pvt Ltd or OPC (capital up to ₹50 lakh, no secured loans, no foreign money): ₹15,000 a year
  • Mid-size Pvt Ltd (capital up to ₹2 crore, with loans or routine events): ₹22,000 a year
  • LLP (small): ₹11,000 a year
  • LLP (mid-size or with foreign partners): ₹14,000 a year

Larger companies, companies with foreign-investment reporting, or companies with significant secured debt are quoted on request.

What is not in the fee

  • Government filing fees

    The Ministry's own fees on the annual filings, director KYC, and event-based forms — passed through at cost. For a small company this is usually a few hundred to a couple of thousand rupees a year.

  • Tax filings and audit

    Your income-tax return, tax audit, and GST returns sit with your CA. The audit and filing timelines are coordinated here, but tax returns are not filed.

  • Catching up on past misses

    If your company has missed filings from earlier years, the catch-up is quoted separately. Most of the cost is the government's late fees, not the work itself.

  • Event filings beyond the cap

    Up to four event filings (two for LLPs) are included. Beyond that — large fundraising rounds with several share allotments, frequent director changes, lots of charges — each is quoted at the standard event rate.

Getting started

What the first two weeks look like

Onboarding takes about two weeks. The aim is a clean, complete picture of where your company stands, and a written plan for the year ahead.

  • Week 1 — documents collected

    Incorporation documents (Certificate of Incorporation, founding documents, LLP Agreement), prior MCA filings, prior audited accounts, current registers, and minute books are gathered. If any register is missing or incomplete, it is rebuilt from the source documents.

  • Week 1 — compliance check

    The current position is reviewed — outstanding filings, lapsed director IDs, missing registers, unsigned minutes. Anything that needs catching up is flagged.

  • Week 2 — catch-up plan, if needed

    If past misses are found, the catch-up is quoted separately. The retainer covers going forward; the catch-up is a one-time job.

  • Week 2 — calendar set up

    Every upcoming deadline for the year is loaded into your dashboard. Reminders are switched on. The first scheduled meeting — usually the next board meeting — is booked.

II.
Part Two

Understanding yearly compliance

The why behind the work, read at your pace.

The structure

Why every company has these duties

Yearly compliance is not something you opt into. The moment a company or LLP is incorporated, the law requires it to file certain returns, hold certain meetings, keep certain registers, and get its accounts audited where applicable — regardless of size, revenue, or activity. Even a dormant company has to file.

i.

Public disclosure

The annual return and audited accounts filed with the Registrar become part of the public record on the Ministry of Corporate Affairs' portal. Lenders, customers, partners, and regulators can look up who owns the company, what it owes, and how it is doing financially.

ii.

A discipline of decisions

The board-meeting and AGM rules force a minimum rhythm of formal decision-making. The minute book becomes the company's historical record of what was decided and why — useful in disputes, due diligence, and any later audit.

iii.

Directors are personally on the hook

Director KYC keeps the MCA's director directory current. Every director is personally responsible for these duties; missing them attracts a personal penalty, not just one on the company.

iv.

Protection for the people around the company

The registers and audited accounts protect minority shareholders, creditors, and employees. They make it harder for a company to misrepresent itself or hide changes from the people who deal with it.

The filings

The yearly filings, in plain English

The financial statements

Filed within 30 days of the AGM. It carries the audited accounts — balance sheet, profit-and-loss, and where applicable a cash flow statement — along with the board's report and the auditor's report. A specialised digital format is required for listed companies and for larger companies (paid-up capital of ₹5 crore or more, or turnover of ₹100 crore or more).

The annual return

Filed within 60 days of the AGM. It captures shareholding, director details, borrowings, share transfers, and any related-party dealings as at the date of the AGM. Small companies and OPCs use a simpler version of the form.

For LLPs — Form 11 and Form 8

Form 11 is the LLP annual return, filed by 30 May each year. It lists the partners, what each has contributed, and any changes during the year. Form 8 is the LLP statement of accounts and solvency, filed by 30 October and signed by the designated partners. An audit is needed only if turnover crosses ₹40 lakh or contribution crosses ₹25 lakh.

The auditor

The audit and your auditor

A Pvt Ltd or OPC has to have its accounts audited every year by a Chartered Accountant in practice. There is no turnover floor below which an audit is excused — even a dormant company has to be audited. The auditor is appointed at the first AGM for a five-year term, and a short form is filed with the Registrar to record the appointment.

What the auditor actually does

The auditor goes through the books, checks the accounts, and issues an audit report. The report covers whether the accounts give a true and fair view, the state of the company's internal controls, any signs of fraud, and a checklist of company-specific matters the auditor must comment on.

The retainer coordinates with your auditor on books-closing, audit timeline, board approval of accounts, and AGM scheduling. The audit itself, and your tax filings, are done by your CA.

For LLPs

An LLP only needs an audit if turnover crosses ₹40 lakh or contribution crosses ₹25 lakh. Below those numbers, the partners simply certify the accounts in Form 8 themselves, with no outside audit.

Director KYC

Director KYC, once every three years

Every director with an active director ID has to file a Director KYC return once every three years, by 30 September. It simply confirms that the director's details on the Ministry's portal — name, address, email, mobile number — are still current.

Two ways to file

  • Quick web version

    A short web form for directors whose details haven't changed since the last filing. Mobile and email are confirmed with an OTP. No documents to upload.

  • Full form (with documents)

    The longer e-form, used for first-time KYC and whenever mobile, email, or address has changed. Document uploads and a digital signature are needed.

The records

The required registers

The registers required by law are not files updated once a year. They have to be kept current all the time — every share transfer, director appointment, charge creation, or loan has to be entered in the right register, usually within 30 days, sometimes sooner.

On the retainer, the registers live in your dashboard. Each event you flag is entered in the register and reflected in the matching filing with the Registrar in one flow. The registers can be produced from the dashboard whenever needed — for due diligence, audit, or a Registrar inspection.

What happens if you miss a deadline

The cost of filing late

The late-filing penalties are designed to sting. For most small companies, the government's late fees on a single missed filing easily outweigh a year of professional help.

  • Company accounts and annual return — ₹100 per day per form

    No upper cap. A small company that lets both filings slip by a year picks up ₹73,000 in late fees on those two forms alone — without any director prosecution yet entering the picture.

  • LLP annual return and statement of accounts — a multiplier of the normal fee

    The LLP late-filing fee is a multiplier of the normal filing fee, and the multiplier climbs sharply with delay — starting at 1×, moving through 4×, 10×, 15×, and reaching 25× for a small LLP (50× for a larger one) past a year. A short delay is cheap; a long one isn't.

  • Director KYC missed — director ID deactivated, ₹5,000 to reactivate

    Until the director ID is reactivated, the director cannot sign any Ministry filing. The ₹5,000 is the easy part; the real cost is the other filings that get blocked while the ID is dead.

  • Extra penalties on the company and its officers

    On top of late fees, the law allows the Registrar to impose penalties on the company itself and on every officer in default — usually a flat amount plus a per-day continuing penalty. These come up when the default is serious or persistent.

  • Strike-off and prosecution

    A company that fails to file annual returns for two years in a row can be marked Inactive or struck off the register. In the worst cases, prosecution against the company and its officers is on the table.

Lighter rules for small companies

What changes if you qualify as small

The law accepts that the full compliance load would be too much for genuinely small businesses. Two categories — small companies and OPCs — get real concessions.

Small companies

Broadly, a Pvt Ltd qualifies as a small company if its paid-up capital is up to ₹4 crore and its turnover in the previous financial year is up to ₹40 crore. (These limits have been widened twice in recent years, so more companies qualify now than before.) A small company gets several concessions:

  • A simpler annual return

    A shorter, easier version of the annual return form.

  • Two board meetings a year, not four

    One in each half of the year, with at least 90 days between them.

  • No cash flow statement

    The financial statements don't need to include a cash flow statement.

  • Half the penalties

    Where the law sets a penalty for a default, small companies and OPCs pay half the rate that applies to other companies.

OPCs

One Person Companies get the same concessions as small companies, plus two more:

  • No actual AGM

    An OPC does not hold an Annual General Meeting. A notional date is used for working out filing deadlines.

  • No board meeting needed if there's one director

    If the OPC has only one director, no formal board meeting is required. Resolutions are simply recorded by the sole director and entered in the minute book.

  1. i.

    Fill the online form

    Save and resume anytime. No pressure to finish in one sitting.

  2. ii.

    Review the scope and fee

    The exact all-in fee, the timeline, and what's included appear together before any payment.

  3. iii.

    Filing begins

    Your dashboard tracks every step. Every form is signed and certified by a Practising Company Secretary.