Every active private company needs a controlled system for board and member decisions, statutory records, audited financial statements, annual MCA filings, income tax and applicable GST, TDS, payroll and labour duties. Additional work follows events such as director, office, capital or ownership changes; thresholds; foreign investment; related-party transactions; data use; and regulated activity. “No business” does not normally mean “no compliance”.
One annual checklist cannot cover a living company
The correct obligation depends on what the company is, what it does and what changed.
Calendar duties
Board and member processes, accounts, audit, annual return, financial statements, tax returns and routine registrations.
Change duties
Director, office, share capital, allotment, transfer, charge, beneficial ownership, objects or agreement changes.
Scale duties
GST, e-invoicing, audit, CSR, secretarial audit, labour coverage and other tests activated by facts or size.
Conduct duties
Related-party contracts, loans, guarantees, investments, dividends, imports, exports, foreign remittances and IP dealings.
Classification duties
Small company, holding or subsidiary company, OPC, dormant, foreign-owned and regulated status can change the form or exemption.
State duties
Shops and establishments, professional tax, local licences, labour rules and registrations follow the real operating footprint.
Make the company operational before treating it as ready
Verify the incorporation record
Check the certificate, CIN, PAN, TAN, memorandum, articles, directors, subscribers and registered-office evidence for errors.
Complete commencement requirements
Where section 10A applies, obtain subscription money and file the prescribed commencement declaration within the statutory period before commencing business or borrowing.
Hold the first board process
Approve banking, first auditor, share certificates, statutory records, authorised signatories, accounting policies and initial contracts.
Build the records room
Maintain registers, minutes, member and director records, beneficial-ownership documents, certificates, contracts, vouchers and filings with controlled access.
Test operating registrations
Assess GST, shops and establishments, professional tax, labour, import-export, FSSAI and sector licences from actual activity and location.
Common-seal point: a common seal is not universally mandatory. Execution must follow the Companies Act, the articles, board authority and the requirements for the specific instrument.
Ask these questions every month
Records must show how the company made each decision
Board and member minutes
Record proceedings, decisions, dissent, disclosures of interest and authority. Draft, enter, sign and preserve minutes under the Act and applicable secretarial standards.
Statutory registers
Maintain only the registers applicable to the company—members, directors and KMP, charges, loans and guarantees, contracts and arrangements, securities and other prescribed records.
Conflict controls
Collect director disclosures, map related parties, check approval thresholds and preserve pricing and commercial rationale before the transaction.
Document retention
Different records have different preservation periods. Minutes and core registers may be permanent; books of account generally require the statutory eight-financial-year period, subject to investigation and other laws.
The first board meeting is generally held within 30 days of incorporation. The general annual framework is at least four meetings with no more than 120 days between consecutive meetings, while eligible OPCs, small companies and dormant companies have a reduced framework. Verify status before relying on an exemption.
Accounts, audit, meetings and filings form one chain
Prepare and audit
- Close books and reconcile statutory records.
- Prepare standalone and, where required, consolidated financial statements.
- Complete statutory audit and board approval.
- Prepare the board’s report and required disclosures.
Place before members
- Issue lawful notice and financial documents.
- Hold the AGM within the applicable timeline.
- Record adoption and other member business.
- Preserve attendance, proxies and minutes.
File with ROC
- File financial statements through the applicable AOC-4 form.
- Use MGT-7 or MGT-7A based on classification.
- File other company-specific forms and certifications.
- Retain challans and final filed copies.
The standard framework generally places AOC-4 within 30 days of the AGM and the annual return within 60 days of the AGM, but first-year, adjourned, not-held and special-category cases require separate analysis. Use the current MCA V3 form and instruction kit.
Do not assume the form: MGT-7A is for eligible OPCs and small companies; MGT-7 is the general form. Company classification can change between years.
Corporate tax, withholding and GST run on different triggers
India’s Income-tax Act, 2025 applies from 1 April 2026. Use the provisions, forms and due dates applicable to the actual financial and assessment year; older section references and remittance forms may no longer be the correct workflow.
Return and computation
Maintain books, choose and document the applicable tax regime, compute advance tax, complete tax audit or transfer-pricing work where triggered, and file the company return by the live due date.
TDS and non-resident payments
Identify the payment, recipient, threshold, timing, rate and treaty position; deposit tax, file periodic returns and issue certificates using the current rules.
Registration and returns
Test aggregate turnover, state, supply type, compulsory categories and exemptions. Then map invoices, e-invoicing, e-way bills, ITC, payment and returns as applicable.
There is no single GST threshold for every company. Special rules can apply to e-commerce, casual taxable persons, reverse charge, interstate supplies and specific goods or services. Confirm the live position on the GST portal.
The four labour codes changed the operating baseline
The Ministry of Labour and Employment states that the four labour codes took effect from 21 November 2025. Employers must map the Code on Wages, Industrial Relations Code, Code on Social Security and Occupational Safety, Health and Working Conditions Code to their workforce, establishments and sector.
Wage architecture
Review wage components, payroll calculations, minimum wages, payment timing, overtime, bonus, deductions and equal-remuneration controls under current central and state implementation.
Social security
Test EPF, ESI, gratuity and other coverage using the current wage definition, employee thresholds, notified limits, scheme rules and transition guidance.
Workplace duties
Map working hours, leave, notices, registers, safety, welfare, contractor and inter-state migrant worker requirements for each establishment.
State layer
Shops and establishments, professional tax, holidays and local processes remain location-specific. Registration and renewal rules vary by state.
Do not rely on the old blanket formulation that every office with 10 employees has identical ESI obligations. Coverage depends on the notified establishment, location, employee count, wage ceiling and current scheme rules.
Foreign ownership creates continuing evidence duties
A company with foreign investment should maintain an investment register linking inward remittance, valuation, allotment, beneficial ownership, sector cap, pricing, FC-GPR or transfer reporting, annual accounts and the cap table.
- Submit the annual FLA return when the RBI coverage test is met; RBI’s FAQ was updated on 1 July 2026.
- Test downstream investment, share transfers, dividends, royalties, service fees, external commercial borrowing and guarantees separately.
- Complete transfer-pricing documentation and reports for covered international transactions.
- Use the current income-tax remittance forms and the authorised-dealer bank’s transaction checklist.
- Track overseas investment under the 2022 framework when the Indian company invests abroad.
Read the related FEMA compliance guide and profit repatriation guide.
Prepare for DPDP without claiming it is fully live
The Digital Personal Data Protection Act, 2023 and Rules, 2025 use staged commencement. As at 21 July 2026, some institutional provisions are in force; Rule 4 is scheduled one year after Gazette publication and the main operational rules are scheduled eighteen months after publication.
Map data
Record personal data, purposes, systems, access, vendors, transfers, retention and deletion.
Align notices and conduct
Ensure privacy notices, consent experiences, employee communications and actual practices tell the same story.
Secure and respond
Maintain access control, backups, logs, incident escalation, cybersecurity reporting and vendor obligations.
Own digital assets
Document company ownership or licences for domains, software, source code, content, cloud accounts, trademarks and administrator credentials.
Good compliance connects the filing to the underlying event
Run compliance with the finance close
Nominate owners
Assign the director, finance, HR, legal and professional owner for every compliance family.
Maintain a trigger register
Log proposed and completed changes, transactions, thresholds, notices and renewals when they occur.
Use maker-checker approval
Separate preparation, legal or tax review, authorised signature, payment and final portal verification.
Reconcile filed data
Match the cap table, registers, books, payroll, GST, income tax, MCA master data and bank records.
Escalate exceptions
Report missed dates, rejected forms, unpaid taxes, unresolved notices and record gaps to the board promptly.
Common private-company compliance mistakes
The public filing and internal legal record then tell different stories.
Eligibility depends on the company’s current classification.
Company-law duties normally continue despite inactivity.
GST, labour and other coverage can arise during the year.
Backfilled minutes cannot cure every authority or disclosure failure.
The Income-tax Act transition changed parts of the form framework.
The Act and Rules use staged commencement.
Statutory responsibility remains with the company and designated officers.
When this guide is not enough
Obtain specific advice for listed or public-company status, NBFC or financial services, regulated professionals, insurance, securities, telecom, healthcare, food, gaming, defence, government contracts, insolvency, merger or restructuring, investigation, compounding, adjudication or a regulator notice.
Section 8 companies, producer companies, Nidhis, foreign companies, OPCs and dormant companies have distinct rules. A private company that is a subsidiary of a public company may not receive every private-company exemption.
Turn the company’s obligations into a controlled compliance system
Review the company’s status, registers, meetings, annual filings, tax, payroll, labour, foreign investment, digital controls and event history, then assign owners and evidence for each live requirement.
Request a company compliance reviewFrequently asked questions
Does an inactive private company still have to file annual returns?
Yes. Incorporation creates recurring company-law obligations even when the company has no revenue or bank activity. Financial statements and the applicable annual return generally remain due unless the company has obtained a status or completed a process that changes the obligation.
Which MCA annual-return form does a private company use?
The form depends on the company’s classification and the filing year. MGT-7 is the general annual-return form, while eligible one person companies and small companies may use MGT-7A. The live MCA form and instruction kit should be checked before filing.
Must every private company hold four board meetings each year?
Not in every case. The general rule requires at least four board meetings with no more than 120 days between consecutive meetings, but eligible small companies, one person companies and dormant companies have a reduced meeting framework. Exemptions and status must be tested for the relevant period.
Is GST registration compulsory for every private company?
No. GST registration depends on aggregate turnover, state, type and place of supply, compulsory-registration categories and current exemptions. Incorporation as a private company does not by itself create GST registration liability.
Did the four labour codes commence in India?
Yes. The Ministry of Labour and Employment states that the four labour codes took effect from 21 November 2025. Employers must also track applicable central and state rules, schemes and transition guidance.
Are the DPDP Rules fully operational in July 2026?
No. The Digital Personal Data Protection Act and Rules use staged commencement. Some provisions commenced in November 2025, Rule 4 is scheduled one year after publication, and the principal operational rules are scheduled eighteen months after publication. Companies should build readiness and verify the live commencement position.
Can a company outsource compliance responsibility?
A company may engage professionals and service providers to prepare filings and maintain systems, but directors, officers and the company retain the statutory responsibilities assigned to them. Outsourcing should include clear ownership, approvals, access control and evidence review.
Primary sources to check
- Ministry of Corporate Affairs: Companies Act resources — incorporation, governance, meetings, accounts, audit and filings.
- MCA portal — live V3 forms, instruction kits, master data, fee and filing services.
- Income Tax Department: Income-tax Act, 2025 resources — tax law applicable from 1 April 2026.
- Goods and Services Tax portal — registration, returns, notifications and taxpayer services.
- Ministry of Labour and Employment: Compliance Handbook under the Four Labour Codes — employer guidance following commencement.
- Ministry of Labour and Employment: Labour Codes FAQs, 16 March 2026 — wage, gratuity and ESI transition guidance.
- MeitY Gazette: Digital Personal Data Protection Rules, 2025 — final rules and staged commencement.
- RBI: Foreign Liabilities and Assets return FAQ, updated 1 July 2026 — covered entities and filing process.
