Annual ROC Filings & Board Resolutions
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Staying on top of annual statutory requirements and governance formalities is critical to maintaining your company's or LLP's legal standing, credibility, and stakeholder trust. Tax Ustaad guides you through every step of annual ROC compliance and board/partner resolutions, ensuring 100% accuracy, on-time filings, and rock-solid corporate governance.
All services are delivered by CA, CMA, and CS-qualified experts with proven experience in ROC compliance and corporate secretarial advisory.
Annual Compliance for Private Limited Companies
1. Mandatory ROC E-Forms & Due Dates
| Form | Purpose | Due Date (Post-FY) | Applicability |
|---|---|---|---|
| ADT-1 | Appointment/Reappointment of Auditor | Within 15 days of AGM | All companies |
| AOC-4 | Filing of Financial Statements (Balance Sheet, P&L, Notes) | Within 30 days of AGM | Pvt Ltd & Public companies |
| MGT-7 | Annual Return (shareholding, directors, registered office) | Within 60 days of AGM | Pvt Ltd & Public companies |
| DIR-3 KYC | Director KYC confirmation for DIN holders | 30 September | All directors |
| DPT-3 | Return of Deposits & outstanding borrowings | 30 June | Companies accepting deposits |
| MGT-7A | Simplified Annual Return for OPCs & small companies | Within 60 days of AGM | OPCs & eligible small companies |
OPCs file AOC-4 within 180 days of FY-end instead of 30 days.
2. Statutory Registers & Records
Every company must maintain:
- Minutes Register for board and shareholder meetings
- Register of Members and Register of Directors & KMP
- Register of Charges and Books of Accounts
- Deposits Register (if accepting deposits)
Tax Ustaad's CS-qualified team reviews and updates these registers before each ROC filing.
3. AGM/EGM Procedures
1. Board Meeting to Fix AGM
- Pass resolution setting AGM date, time, and venue.
- Authorize notice convening.
2. Issue Notice to Shareholders
- Minimum 21 days' notice (unless waived).
- Include agenda: financials, auditor appointment, dividend.
3. Conduct AGM/EGM
- Present audited financial statements and board report.
- Approve statutory resolutions.
4. Post-AGM Filings
- E-file ADT-1, AOC-4, MGT-7, DIR-3 KYC, DPT-3 via MCA portal.
Annual Compliance for LLPs
| Form | Purpose | Due Date |
|---|---|---|
| Form 11 | Annual Return (partners' details, capital contributions) | 30 May |
| Form 8 | Statement of Accounts & Solvency (financial declaration) | 30 October |
| DIR-3 KYC | KYC for designated partners with DIN | 30 September |
LLPs with turnover > ₹40 lakh or capital contribution > ₹25 lakh require a statutory audit and must file Form 8 irrespective of solvency.
Board & Partner Resolutions
1. Key Resolutions Every Year
- Approval of Audited Financial Statements
- Adoption of Board Report (including disclosures under Schedule III)
- Appointment/Reappointment of Auditor (to support ADT-1 or LLP audit)
- Convening AGM/EGM (date, time, venue, agenda)
- Dividend Declaration & Record Date (for companies)
- Changes in Authorized Capital, ESOP Grants, Loans or Investments
2. Sample Board Resolution
"RESOLVED THAT the audited financial statements of the Company for the financial year ended 31st March 2025, comprising Balance Sheet, Statement of Profit & Loss, Cash Flow Statement, and Notes thereon, as placed before the Board, be and are hereby approved and adopted. RESOLVED FURTHER THAT an Annual General Meeting be convened on [Date] at [Venue] to consider and approve the financial statements and other matters as per the Notice. RESOLVED FURTHER THAT Mr./Ms. [Name], Director/Company Secretary, be and is hereby authorized to file Forms ADT-1, AOC-4, MGT-7, DIR-3 KYC, and DPT-3 with the Registrar of Companies and to take all steps necessary for compliance."
3. Sample LLP Partner Resolution
"RESOLVED THAT the Statement of Accounts & Solvency for the financial year ended 31st March 2025, as verified by the designated partners, be and is hereby approved. RESOLVED FURTHER THAT Form 11 (Annual Return) and Form 8 (Statement of Accounts & Solvency) be filed with the Registrar of Companies on or before the due dates. RESOLVED FURTHER THAT Mr./Ms. [Name], Partner/Designated Partner, be and is hereby authorized to sign the necessary forms and liaise with the ROC for filings."
Penalties & Risks of Non-Compliance
- ₹100 per day, per form (no cap) for late filings
- Director/Partner disqualification under relevant sections
- ROC may mark entity inactive or initiate strike-off
- Inability to raise capital, obtain loans, or execute legal contracts
- Damaged corporate reputation and stakeholder mistrust
Why To Choose Tax Ustaad for Annual ROC Filings & Board Resolutions?
- Tailored compliance strategy aligned with your business structure
- Deep expertise in Companies Act, LLP Act, and ROC regulations
- Seamless coordination with MCA and tax authorities
- Transparent, ethical, and regulator-focused advisory
Don't let statutory formalities derail your growth. Partner with Tax Ustaad for seamless annual compliance and governance support that keeps your entity in perfect standing.
All services are delivered by CA, CMA, and CS-qualified experts with proven experience in ROC compliance, corporate governance, and secretarial advisory.
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