Roc Compliance

All companies incorporated in India are required to file certain documents/ information  with the Registrar of Companies ( ROC) every financial year. Registrar of Companies (ROC) is the designated authority that deals with administration of Companies Act 2013 and it falls under Ministry of Corporate Affairs.

As per Companies Act,  2013, the guiding law for companies mandates for every company to file their Balance Sheet and Profit and Loss Account along with the audit report within 30 days from Annual General meeting on form- AOC-4.

The company is also required to file annual return containing information such as the name of the company, its registered office, its principal business activities, capital in the company, details of all the directors and shareholders etc. as on the date of Annual General Meeting within 60 days from the date of Annual General Meeting on Form MGT-7.

Events Based Compliance Filing :

  • Change of  Name of company/ LLP
  • Change of  Object clause of MOA
  • Preparation of Director Report and AGM Notice
  • Change in Registered Office  of the company
  • Increase Authorized Capital
  • Winding Up of Company
  • Winding Up of LLP
  • Maintenance of Minutes book and Statutory registers
  • issuance of Share certificates
  • ROC Event based compliances of company/ LLP
  • Allotment of Shares
  • Appointment & Resignation of Directors
  • Transfer of Shares
  • Charge creation

Post Incorporation compliances for private limited company

*The company shall held its first board meeting within 30 days of its incorporation

APPOINTMENT OF STATUTORY AUDITOR:

Pursuant to section 139(6) (1) the first auditor of the company, (who is Chartered Accountant), other than a Government company, shall be appointed by the Board of Directors within thirty days (30 days) from the date of registration of the company and in the case of failure of the Board to appoint such auditor, it shall inform the members of the company, who shall within ninety days (90 days) at an extraordinary general meeting appoint such auditor and such auditor shall hold office till the conclusion of the first annual general meeting.

ALLOTMENT OF THE SECURITIES:

Pursuant to section 56(4)(a), every company shall, deliver the certificates of all securities allotted, transferred or transmitted within a period of two months (2 months) from the date of incorporation  in the case of subscribers to the memorandum and the share certificates must be allotted.

In case of Default :

This procedure should be followed as per the provision of the Act because in case of any default, the company shall be punishable with a fine which shall not be less than twenty five thousand rupees (Rs. 25000/) but which may extend to five thousand rupees (Rs. 5000 /) and every officer of the company who is in default shall be punishable with fine which shall not be less than ten thousand rupees (Rs. 10000/) but which may extend to one lakh rupees. (Rs. 100000/)

MAINTENANCE OF STATUTORY REGISTERS:

A company has to maintain certain registers as prescribed under the act like Register of Members in form MGT-1, Register of debenture holders/ other Securities holders in form MGT-2, Register of Charges in form CHG-7 etc.

ANNUAL GENERAL MEETING:

A company should hold its first AGM within a period of nine months from the date of closing of the first financial year of the company and in any other case, within a period of six months, from the date of closing of the financial year and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next.

ANNUAL FILING:

A Company has to file form AOC-4 for Balance Sheet and Statement of Profit and Loss within 30 days from the date of Annual general Meeting and form MGT-7 for Annual Return within 60 days from the date Annual General Meeting

Documents e-Form Due date
Annual Return MGT-7  60 days from the date of AGM
Balance Sheet and Statement of Profit and Loss along with Director Report, Auditors Report AOC-4 30 days from the date of AGM

OTHER REGISTRATIONS:

  • Application for Shop Act licence (as per Shop and Establishment Act-Within 30 days- If there is employee in office)
  • Registration of GST( If applicable)
  • Registration of Profession Tax ( Within 30 Days)Mandatory
  • PF and ESI- ( If applicable)
  • Trade License (Mandatory)

As per Section 12 (3) Every company shall —

(a) paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on.

 (b) have its name engraved in legible characters on its seal;

(c) get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, email and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications;

OPENING OF BANK ACCOUNT, the money received from subscriber on securities should be deposited in company’s Bank account.

LIST OF STATIONERY ITEMS TO GET:

  • Statutory Register (Mandatory)
  • Minutes Loose Leaf (100 pages) & Minutes Binder (optional)
  • Share Certificate Book (Minimum 50 Share Certificate) (optional)

Limited Liability Partnership(LLP)

What is Limited Liability Partnership(LLP):

Limited Liability Partnership entities, the world wide recognized form of business organization has been introduced in India by way of Limited Liability Partnership Act. A Limited Liability Partnership, popularly known as LLP combines the advantages of both the Company and Partnership into a single form of organization

Advantages/ Benefits of LLP:

  1. Low Cost of Formation and is Easy to Form.
  2. No requirement of minimum contribution.
  3. No requirement of compulsory Audit.
  4. LLP requires a minimum 2 partners while there is no limit on the maximum number of partners.
  5. The liability of the partners is limited to the extent of his/her contribution to the LLP.
  6. As a Juristic Legal Person, a LLP can sue in its name and be sued by others. The partners are not liable to be sued for dues against the LLP.
  7. Less Restrictions and Compliance are enforced on a LLP by the Govt. as compared to the restrictions enforced on a Company.
  8. not only is it easy to start, it’s also easier to winding-up a LLP, as compared to a private limited company.
  9. Any individual or body corporate can be a partner.

POST INCORPORATION-LLP COMPLIANCES:

PREPARATION AND FILE LLP AGREEMENT WITH MCA:

After incorporation of a LLP, LLP Agreement must be filed with the Ministry of Corporate Affairs within 30 days.

PAN AND TAN APPLICATION:

Online PAN and TAN application of the newly incorporated LLP. The PAN/ TAN Department Send PAN/ TAN of the LLP to the registered office address of the LLP.

BANK ACCOUNT OPENING

Bank account for a LLP can be opened easily, as it is considered to be a corporate entity. The following documents of the LLP must be submitted for opening of LLP bank account:

  • Copy of the LLP agreement
  • Copy of PAN of the LLP
  • Copy of the LLP Registration Certificate issued by the ROC
  • Copy of the Resolution to open a bank account
  • List of Designated Partners.
  • PAN and address Proof of Designated Partners.

APPOINTMENT OF AUDITOR:

No requirement of compulsory Auditor on LLP. Appointment of Auditor is only mandatory if turnover exceeds Rs.40 lakhs or capital contribution exceeds Rs.25 lakhs.

FILING LLP ANNUAL RETURN

File Annual Return within 60 days from the end of close of financial year and Statement of Account & Solvency within 30 days from end of six months of close of financial year. Unlike Companies, LLPs mandatorily have to maintain their financial year, as 1st April to 31st March. Therefore, LLP annual return is due on May 30th and the Statement of Account & Solvency is due on October 30th of each financial year.

Limited Liability Partnership (LLP) under the Limited Liability Partnership Act, are required to file the following Forms with the Registrar every year:

S. No Documents e-Form Due date
1 Annual Return Form 11 30th  May

 

2 Statement of Account & Solvency Form 8 30th October

 

OTHER EVENT BASE FORM:

Maximum form filing date – within 30 days from the date of event.

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