one
At a Glance
Annual compliance for a private limited company in FY 2026-27 includes ROC filings, income tax returns, statutory audits and, where applicable, GST, PF and ESI compliance. For FY 2025-26, the key upcoming dates are 21 October 2026 for the tax audit report, 30 October 2026 for AOC-4, 21 November 2026 for ITR-6 and 29 November 2026 for MGT-7 or MGT-7A, assuming the AGM is held on 30 September 2026. Even companies with no business or turnover must complete mandatory annual filings. Late AOC-4 and MGT-7 filings attract additional fees of ₹100 per day per form, with no upper limit.
Introduction
Incorporating a company takes a few days. Staying compliant takes every year after that, and this is where most founders slip. Miss a date and the MCA portal charges ₹100 per day, per form, with no upper limit. A company that earned nothing still has to file.
This guide gives you the full annual compliance checklist, calendar and cost for a private limited company for FY 2026-27 (April 2026 to March 2027). It is checked against MCA circulars and CBDT notifications up to October 2026.
What changed in 2026
| Change | What it means for you |
|---|---|
| Small company limits raised (1 Dec 2025) | Paid-up capital up to ₹10 crore and turnover up to ₹100 crore now counts as small: MGT-7A, 2 board meetings |
| DIR-3 KYC every 3 years (from 31 Mar 2026) | No yearly KYC; file once every three financial years by 30 June |
| Income-tax Act, 2025 in force (1 Apr 2026) | “Tax Year” replaces previous/assessment year; FY 2025-26 returns still follow the 1961 Act |
| CBDT extension (Sept 2026) | Tax audit report 21 Oct 2026; ITR-6 21 Nov 2026 |
| DPT-3 extended (2026 | 31 July 2026 instead of 30 June, after the MCA data-centre fire |
| CCFS-2026 closed (15 Sept 2026) | Late ROC filings now pay the full ₹100 a day |
What is Annual Compliance for a Private Limited Company?
Annual compliance for a private limited company is the set of yearly meetings, filings, audits and tax payments a private limited company must complete under Indian law. It applies whether or not the company earned any revenue. It has three parts:
filings with the Registrar of Companies (ROC) under the Companies Act, 2013;
income tax and TDS; and, if you are registered, GST, PF and ESI.
Think of it as your company's yearly health check, submitted to the government.
Who needs to follow this compliance checklist?
Every private limited company registered in India, whether it sits in Delhi, Mumbai, Bengaluru or a small town in Gujarat, with or without turnover. What changes is the load.
Since 1 December 2025, a private company counts as a “small company” if its paid-up capital is up to ₹10 crore and its turnover is up to ₹100 crore. Holding and subsidiary companies, Section 8 companies and companies under a special Act can't be small companies. Small companies file the simpler MGT-7A and need only two board meetings a year.
ROC Annual Compliance Checklist for Private Limited Companies
| Compliance | Form | Applies to | Deadline |
|---|---|---|---|
| Board meetings | Minutes | All companies | 4 a year, under 120 days apart (small companies and OPCs: 2, one in each half of the year) |
| Annual General Meeting | Notice, minutes | All companies | By 30 September |
| Auditor appointment | ADT-1 | First appointment, then every 5 years | 15 days from appointment |
| Financial statements | AOC-4 | All companies | 30 days from AGM |
| Annual return | MGT-7 / MGT-7A | All (7A for small companies) | 60 days from AGM |
| Deposits and loans return | DPT-3 | Companies with outstanding loans or deposits | 30 June (31 July in 2026, extended) |
| MSME dues return | MSME-1 | Only if a micro or small vendor is unpaid beyond 45 days | 31 October and 30 April |
| Director KYC | DIR-3 KYC-Web | Every DIN holder | Once in 3 years, by 30 June |
| Director disclosures | DIR-8, MBP-1 | Every director | First board meeting of the year |
Example: an AGM on 30 September 2026 puts AOC-4 due on 30 October and MGT-7 on 29 November 2026. Two things many guides still get wrong. First, ADT-1 is not a yearly form. Second, DIR-3 KYC is no longer annual: from 31 March 2026 (G.S.R. 943(E)) it is filed once every three financial years, free if on time, while reviving a deactivated DIN costs ₹5,000.
Income Tax Compliance for a Private Limited Company
The Income-tax Act, 2025 took over on 1 April 2026 and replaces “previous year” and “assessment year” with a single “Tax Year”. The returns you file in October and November 2026 are for FY 2025-26, so they still run under the 1961 Act. Your tax tasks:
• Advance tax: pay 15% by 15 June, 45% by 15 September, 75% by 15 December and 100% by 15 March, if your tax is ₹10,000 or more.
• Tax audit: needed if turnover is above ₹1 crore (₹10 crore if cash receipts and payments stay within 5%). For FY 2025-26, the CBDT moved the report date from 30 September to 21 October 2026.
• ITR-6: every company must file, even with a loss. For FY 2025-26 the date moved from 31 October to 21 November 2026 (CBDT, 28 September 2026). Transfer pricing cases stay at 30 November. For Tax Year 2026-27, expect 31 October 2027.
• TDS: deposit by the 7th of each month (30 April for March). Returns fall due 31 July, 31 October, 31 January and 31 May. Form numbers changed under the new Act, so follow what your software shows.
• Late return: ₹5,000 fee plus interest.
GST, PF, ESI and Other Annual Compliances
• GST: GSTR-1 by the 11th and GSTR-3B by the 20th every month (QRMP filers follow quarterly dates). GSTR-9 for FY 2025-26 is due 31 December 2026, mandatory above ₹2 crore turnover, with GSTR-9C above ₹5 crore.
• PF and ESI: monthly by the 15th, once you cross 20 and 10 employees respectively.
• Professional tax: state-specific. Maharashtra and Karnataka levy it; Delhi does not.
• FLA return: by 15 July, if you hold foreign investment (RBI).
• POSH annual report: if you have 10 or more employees, file the Internal Committee’s annual report with the district officer [CONFIRM with CS: deadline in your state].
• CSR-2: only if net worth is ₹500 crore or more, turnover ₹1,000 crore or more, or net profit ₹5 crore or more. [CONFIRM with CS: how CSR-2 is filed on V3 in 2026] It is filed alongside AOC-4.
Not sure which of these apply to your company? WhatsApp us and we'll map your checklist and calendar.
Annual Compliance Calendar for FY 2026-27
Assumes a 31 March year-end and an AGM on 30 September. As of 16 Oct 2026, every date from 21 October 2026 onwards is still ahead of you.
| Date | Task |
|---|---|
| Every month | TDS by 7th; GSTR-1 by 11th; PF and ESI by 15th; GSTR-3B by 20th |
| 30 April 2026 | MSME-1 (October to March) |
| 15 Jun, 15 Sep, 15 Dec 2026; 15 Mar 2027 | Advance tax instalments |
| 31 July 2026 | DPT-3 (MCA extended it from 30 June); TDS return Q1 |
| 30 September 2026 | AGM for FY 2025-26 |
| 21 October 2026 | Tax audit report (extended) |
| 30 October 2026 | AOC-4 |
| 31 October 2026 | MSME-1 (April to September); TDS return Q2 |
| 21 November 2026 | ITR-6 (extended) |
| 29 November 2026 | MGT-7 / MGT-7A |
| 30 November 2026 | ITR-6 for transfer pricing cases |
| 31 December 2026 | GSTR-9 and GSTR-9C |
| 31 January 2027 | TDS return Q3 |
| 31 May 2027 | TDS return Q4 |
| 30 June 2027 | DPT-3 for FY 2026-27 books |
| 30 Sep to 29 Nov 2027 | Next cycle: AGM, then AOC-4 (30 Oct) and MGT-7 (29 Nov) |
Quick self-check: Is your auditor appointed? Is the AGM date fixed? Are all directors' KYC details current? Is TDS paid up to last month? Does any MSME vendor wait beyond 45 days? If any answer makes you pause, you have work to do this week.
Government fees are small and fixed. Most of the cost is professional time, and it depends on how many transactions you have.
| Item | Paid to | Cost |
|---|---|---|
| AOC-4 and MGT-7 filing fee | MCA | ₹200 to ₹600 each, by share capital |
| Late AOC-4 / MGT-7 | MCA | ₹100 a day per form, no cap |
| Statutory audit | Your auditor (CA) | Set by the auditor; depends on turnover and transactions |
| Our annual compliance package | one-startup | Starting from [CONFIRM: price] + GST, government fees shown separately |
No business, do I still file?
| Still required | When |
|---|---|
| Board meetings (2 for small companies) and AGM | Through the year; AGM by 30 September |
| Statutory audit | Before the AGM |
| AOC-4 and MGT-7 / MGT-7A | 30 and 60 days after the AGM |
| ITR-6 (even with zero income) | 21 November 2026 for FY 2025-26 |
| DIR-3 KYC | Once in 3 years, by 30 June |
| GST nil returns (only if GST-registered) | Monthly or quarterly |
If the company will stay inactive for a long time, ask us about dormant status or closing it, which can cost less than years of nil filings.
Registers and Records to Keep All Year
• Statutory registers: members, directors and KMP, charges, and loans or investments
• Minutes of every board meeting and the AGM
• Books of account in software with the audit trail (edit log) switched on, kept for 8 years
• Director disclosures (MBP-1, DIR-8) and the auditor’s appointment letter
| If you… | Form | File within |
|---|---|---|
| Appoint or remove a director | DIR-12 | 30 days |
| Change the registered office | INC-22 | 30 days |
| Allot new shares | PAS-3 | 15 days |
| Increase authorised capital | SH-7 | 30 days |
| Pass certain special resolutions | MGT-14 | 30 days |
| Create or change a charge (loan security) | CHG-1 | 30 days |
Penalty for Missing Annual Compliance Deadlines
Late AOC-4 and MGT-7 attract ₹100 per day per form, uncapped. Skipping the AGM invites a fine of up to ₹1 lakh plus ₹5,000 per day (Section 99). Three straight years without filing financial statements or annual returns can disqualify directors for five years (Section 164(2)), and the ROC can strike the company off. MCA's CCFS-2026 amnesty, which cut late fees by 90%, closed on 15 September 2026, so do not plan around a repeat.
Common Annual Compliance Mistakes Founders Make
• “Zero sales, zero filing.” Wrong. A dormant company files the same forms.
• Leaving the audit for September. Between Diwali and the October rush, good auditors get booked.
• Betting on extensions. Dates do move, as the MCA data-centre fire on 5 June 2026 and the CBDT's late-September relief showed. But they move at short notice, and nobody can predict them, us included. Plan for the original date.
Our rule of thumb: file AOC-4 within a week of the AGM, not on day 29.
Frequently asked questions
Is annual compliance mandatory for a private limited company with no business?
Yes. ROC filings, the statutory audit and the income tax return are mandatory even with zero turnover.
What are the due dates for AOC-4 and MGT-7 for FY 2025-26?
AOC-4 is due 30 days and MGT-7 60 days after the AGM. For a 30 September 2026 AGM, that is 30 October and 29 November 2026.
Do startups and small companies get compliance relief?
Yes. Small companies file MGT-7A, hold two board meetings and skip the cash flow statement. Start-ups, OPCs and small companies also pay half the usual penalty under Section 446B.
What is the penalty for not filing ROC annual returns?
₹100 per day per form with no cap, plus risk of director disqualification and strike-off.
Do I need a CA or CS for annual compliance?
A practising Chartered Accountant must audit your accounts every year. The forms themselves can be filed by a CA, a CS or a compliance firm. MGT-8 certification by a practising professional applies to listed companies and to companies with paid-up capital of ₹10 crore or more or turnover of ₹50 crore or more.
What Should You Do Next?
The next three dates are AOC-4 on 30 October, ITR-6 on 21 November and MGT-7 on 29 November. If your accounts are audited and your AGM is done, a CA or CS can file these in a day or two. If you're not sure what applies to your company, or the audit isn't done yet, that's where we help.
one-startup's team of experienced professionals tracks your dates, prepares your accounts, coordinates the audit and files your ROC, tax and GST returns, so your founders stay on the business. We will tell you what applies to your company and what does not, and if a deadline is outside anyone's control, we will say so early.
At one-startup, we help businesses and companies handle their overall compliance and all post-incorporation work, from annual ROC filings to tax, GST and audits. Talk to us today and stay compliant all year.
Talk to a one-startup expert : WhatsApp or call +91 70551 07773
What happens when you reach out: we check what you actually need, then confirm our fee (+ GST) and the government charges in writing before you pay.
Related reads
Sources
Sources:
Companies Act, 2013; MCA G.S.R. 880(E) (1 Dec 2025, small company);
G.S.R. 943(E) (31 Dec 2025, DIR-3 KYC);
MCA General Circulars 01/2026, 02/2026, 03/2026 and 04/2026;
CBDT press release of 28 Sept 2026;
Income-tax Act, 2025; GST due-date notifications.
Dates are as of 16 Oct 2026. MCA and CBDT can change them at short notice, so check before you file.
