Pvt Ltd Annual Compliance Checklist 2026 — What Every Company Must File
Pvt Ltd annual compliance checklist — AOC-4, MGT-7, board meetings, statutory audit, ITR, GST, TDS. Penalty for non-compliance. Calendar + cost.
Every Private Limited Company in India has a list of annual compliance requirements under the Companies Act, 2013, Income Tax Act, and GST. Missing these filings can lead to penalties, director disqualification, and even striking off the company. In this guide, we give you a complete checklist for 2026.
Companies Act 2013 Compliance
1. Board Meetings (4 per year)
Every Pvt Ltd must hold at least 4 board meetings in a year, with a maximum gap of 120 days between two meetings (Section 173(1)). A small company, OPC or dormant company needs only one meeting in each half of the calendar year, at least 90 days apart (Section 173(5)). Minutes must be prepared, signed, and maintained in the minutes book.
2. Annual General Meeting (AGM)
AGM must be held within 6 months of the financial year end (i.e., by 30 September each year). Notice must be sent to all shareholders at least 21 days in advance.
3. File Form AOC-4 (Financial Statements)
File financial statements (P&L + Balance Sheet + Cash Flow + Notes to Accounts + Directors' Report + Auditors' Report) with the ROC within 30 days of AGM.
4. File Form MGT-7 (Annual Return)
File annual return (Form MGT-7) with the ROC within 60 days of AGM. Includes: members, directors, shareholding pattern, registered office, etc.
5. Maintain Statutory Registers
- Register of Members (MGT-1)
- Register of Directors + KMP (Section 170)
- Register of Charges (CHG-7)
- Register of Loans + Investments (MBP-2, Section 186)
- Register of Contracts (MBP-4, Section 189)
- Minutes Book (board + AGM)
Income Tax Compliance
6. Statutory Audit (Mandatory)
Every Pvt Ltd must get a statutory audit. Report placed before AGM. CA firm with UDIN.
7. Tax Audit (if turnover > ₹1 Cr)
Tax audit under Section 44AB of the 1961 Act when turnover exceeds ₹1 crore (₹10 crore where cash receipts and payments are each within 5%). For FY 2025-26 a company files Form 3CA + 3CD; the normal due date of 30 September was extended to 21 October 2026 by CBDT Circular 7/2026. From tax year 2026-27 the audit is under Section 63 of the Income-tax Act, 2025 in Form No. 26.
8. Income Tax Return (ITR-6)
Pvt Ltd files ITR-6. A company is always subject to audit, so the normal due date is 31 October; for AY 2026-27 it was extended to 21 November 2026 by CBDT Circular 7/2026. The 31 July date never applies to a company.
9. TDS Returns
- Form 24Q (TDS on salary) — quarterly
- Form 26Q (TDS on non-salary) — quarterly
- Form 27Q (TDS for NRI payments) — quarterly
- Form 27EQ (TCS) — quarterly, due 15 July, 15 Oct, 15 Jan and 15 May
- TDS due: 31 July (Q1), 31 Oct (Q2), 31 Jan (Q3), 31 May (Q4)
- For quarters from April 2026 these are Forms 138, 140, 144 and 143 under the Income-tax Act, 2025
GST Compliance
- GSTR-1 (outward supplies) — 11th of next month
- GSTR-3B (summary + tax payment) — 20th of next month
- GSTR-9 (annual return) — 31 December of next FY
- GSTR-9C (reconciliation, if turnover > ₹5 Cr) — 31 December of next FY
Other Compliance
- EPF + ESI monthly returns (if applicable)
- Professional Tax (state-wise, monthly/annual)
- MSME / Udyam registration (one-time; update the certificate if details change)
- Shop & Establishment registration (state-wise; renewal only where the state requires it)
- FSSAI licence or registration (if applicable; perpetual from 2026, with annual returns where required)
- Trademark renewal (every 10 years)
- IEC code modification (if applicable)
- RBI / FEMA returns (FLA, FC-GPR, etc., if applicable)
Annual Compliance Calendar
| Month | Compliance | Due Date |
|---|---|---|
| Every month | GSTR-1 and GSTR-3B (monthly filers) | 11th / 20th |
| May | TCS Q4 (Jan-Mar) / TDS Q4 filing | 15 May / 31 May |
| July | TDS Q1 (Apr-Jun) filing; GSTR-1 and GSTR-3B for QRMP filers (Q1) | 31 July; 13th / 22nd or 24th July |
| September | AGM; tax audit report (normally 30 September; 21 October 2026 for FY 2025-26) | 30 September |
| October | AOC-4 (30 days from AGM), ITR-6 (company), TDS Q2 filing | 29/30 October; ITR-6 31 October (AY 2026-27: 21 November 2026) |
| November | MGT-7 (60 days from AGM) | 29 November if the AGM is on 30 September |
| December | GSTR-9, GSTR-9C, board meeting | 31 December |
| January | TDS Q3 (Oct-Dec) filing | 31 January |
| March | Board meeting, ITR planning | 31 March |
Penalty for Non-Compliance
| Compliance | Penalty for Late Filing |
|---|---|
| AOC-4 | ₹100/day additional fee, no cap |
| MGT-7 | ₹100/day additional fee, no cap |
| ITR (late) | ₹5,000 late fee under Section 234F, plus 1% a month interest under Section 234A |
| TDS return | ₹200/day under Section 234E |
| GSTR-3B | ₹50/day (₹25 CGST + ₹25 SGST), ₹20/day for nil returns, capped by turnover; plus 18% interest on tax paid late |
| GSTR-1 | ₹50/day (₹25 CGST + ₹25 SGST), ₹20/day for nil returns, capped by turnover |
| Tax audit | 0.5% of turnover OR ₹1.5L, whichever is lower |
| Director KYC (DIR-3 KYC) | ₹5,000 |
Frequently Asked Questions
Q: What is the cost of annual compliance for a Pvt Ltd?
A: For a small Pvt Ltd, the full set (statutory audit, tax audit, ROC filings, ITR, TDS, GST, board meeting minutes) typically costs ₹15K-₹30K a year across providers. Our annual ROC compliance package starts from ₹4,999/year plus government fees; audits and returns are priced separately.
Q: What happens if I don't file ROC returns?
A: Additional fee: ₹100/day for each of AOC-4 and MGT-7, plus penalties under Sections 137 and 92. A company that has not carried on business for two years can be struck off by the ROC under Section 248, and non-filing is the usual trigger. Directors of a company that has not filed for three consecutive years are disqualified under Section 164(2).
Q: What is the easiest way to manage compliance?
A: Outsource to a CA firm like us. We provide a single point of contact, fixed annual fee, and a compliance calendar. We send you reminders before every due date.
Related reading
LLP Annual Compliance Checklist 2026 — Form 8, Form 11, ITR-5, Due Dates, Late Fees
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Statutory Registers, Records & Minutes Maintenance for Pvt Ltd (2026 Guide)
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Income Tax Audit (Section 44AB) — Who Needs It, Process, Forms (2026)
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ROC Filing Penalty: What AOC-4 and MGT-7 Default Actually Costs
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