Quick answer: what must a private limited company file every year?
A private limited company in India generally needs to maintain proper books, prepare and audit annual financial statements, conduct applicable Board meetings and an annual general meeting (AGM), file its financial statements and annual return with the Registrar of Companies (ROC), and submit a corporate income-tax return. Other filings—such as GST, TDS, MSME-1, DPT-3, PAS-6, and employee-related returns—depend on its transactions and legal status.
Two significant 2026 changes affect the checklist: director KYC moved from an annual filing to a three-year cycle from 31 March 2026, and the definition of a small company was expanded from 1 December 2025. See the MCA's director-KYC announcement and MCA's small-company announcement .
A private company is not automatically a “small company”. Its status, incorporation date, turnover, paid-up capital and statutory exclusions affect its filing and meeting obligations. The dates below assume a normal 31 March financial year-end unless otherwise stated.
Annual compliance calendar for FY 2025–26
| Compliance | Normal statutory time limit or due date | Who needs it? |
|---|---|---|
Board meetings | Ordinarily four per year, maximum 120-day gap; special rule for eligible small companies | Private companies, subject to exceptions |
AGM | Ordinarily by 30 September 2026 for FY ended 31 March 2026; special first-AGM rule | Private companies other than OPCs |
Statutory financial audit | Complete in time for Board approval and presentation at AGM | Generally every private company, including those with no turnover |
AOC-4 (and applicable variants) | Within 30 days of actual AGM | Annual financial statements filing |
MGT-7 / MGT-7A | Within 60 days of actual AGM | Annual return; MGT-7A for eligible small companies/OPCs |
ITR-6, AY 2026–27 | 21 November 2026 for the relevant audit category, per CBDT Circular 07/2026; verify special cases | Most companies not claiming section 11 exemption |
Income-tax audit report, if required | 21 October 2026 for the corresponding audit category after extension | Only if a separate income-tax audit obligation applies |
DPT-3 | Normally 30 June based on 31 March reporting position | Where reportable deposits or prescribed exempt receipts exist |
MSME-1 | Generally 30 April and 31 October for the relevant half-years | Where qualifying payments to micro/small suppliers remain outstanding beyond the specified period |
Director KYC | Not an annual 30 September filing in 2026; three-year regime and event updates apply | Relevant DIN holders |
GST, TDS and payroll filings | Monthly, quarterly or yearly as applicable | Only when the relevant registration or liability exists |
AGM example: If an eligible company holds its AGM on 30 September 2026, the ordinary 30-day AOC-4 filing window ends 30 October 2026, and the 60-day annual-return window ends 29 November 2026, subject to any valid MCA extension. Filing clocks generally run from the actual AGM date, not automatically from 30 September. Check Sections 92, 96 and 137 of the Companies Act, 2013 .
1. Board meetings and corporate governance
Board meeting frequency: general rule versus small-company relief
Section 173 generally requires the first Board meeting within 30 days of incorporation and at least four Board meetings every year, with no more than 120 days between consecutive meetings. Notice, quorum and minutes must follow the Act and applicable secretarial standards.
Eligible small companies ordinarily meet the special standard: at least one Board meeting in each half of a calendar year, with at least 90 days between the meetings. This is not a universal concession for every private company. Preserve signed minutes and resolutions, attendance records and directors' disclosures. Source: Companies Act, 2013, Section 173 Official ↗.
Small-company definition changed in December 2025
From 1 December 2025, the notified thresholds are paid-up share capital not exceeding ₹10 crore AND turnover not exceeding ₹100 crore, subject to the exclusions in Section 2(85). Holding or subsidiary companies, Section 8 companies and companies governed by special Acts are not treated as small companies merely because they meet the monetary limits. Also, this classification is different from MSME registration. MCA notification summary .
Annual general meeting (AGM)
Under Section 96, the first AGM must be held within nine months from the close of the first financial year. A subsequent AGM must ordinarily occur within six months of financial year-end, and the gap between two AGMs should ordinarily not exceed 15 months. The Registrar may extend certain AGMs (not the first) in accordance with the law; do not assume an extension without an order.
For a typical existing company closing its FY on 31 March 2026, the normal AGM deadline is 30 September 2026. Board approval of audited accounts and appropriate notice to members must be planned in advance. OPCs have different requirements and are not the subject of this Guide.
Statutory registers and disclosures
Keep the required register of members, directors and key managerial personnel, share allotments and transfers, charges, and contracts or arrangements in which directors are interested, where applicable. Update minutes, share certificates and statutory records following changes. Directors should provide MBP-1 disclosures under Section 184 at the first relevant Board meeting and on changes; DIR-8 non-disqualification declarations support director appointment and eligibility checks. Neither form should automatically be described as an annual ROC filing for every director.
2. Statutory audit and financial statements
Every ordinary private limited company generally requires a statutory audit under the Companies Act, even if it earned no revenue during the year. The statutory auditor must be an eligible practising chartered accountant or audit firm. The Board appoints the first auditor within the applicable Section 139 timetable; subsequent appointments and ADT-1 filings are made when legally required, not every year merely because an AGM occurs.
The finance team should prepare books and schedules for the auditor: bank reconciliations, sales and purchase registers, ledgers, loan and fixed-asset schedules, tax balances and disclosures. The Board approves financial statements, and the auditor issues the report. Applicable statements and notes, the Board's report and any consolidated financial statements should be included as required. Small companies may benefit from specific disclosure simplifications; an audit is not eliminated.
ROC filing: AOC-4 and MGT-7/MGT-7A
AOC-4 reports the annual financial statements and required attachments under Section 137. Depending on the company, the relevant variant may differ (including XBRL or consolidated filings). The regular time limit is 30 days after the AGM.
MGT-7 is the annual return under Section 92, covering company particulars, shareholding and governance. MGT-7A is the abridged annual return for qualifying small companies and OPCs. The ordinary time limit is 60 days after the AGM. Check the classification for the year before choosing the form.
| Filing | What it contains | Common error to avoid |
|---|---|---|
AOC-4 | Approved financial statements, audit and supporting disclosures | Incorrect AGM date, attachments or statement variant |
MGT-7 | Full annual return | Treating shareholding and director changes as unchanged |
MGT-7A | Abridged return for eligible small companies/OPCs | Using it without satisfying the statutory small-company test |
Annual ROC filing is required even if the business had no sales. A company must still evaluate its applicable accounts, annual return and tax reporting obligations.
3. Director KYC: the major 2026 amendment
The commonly repeated statement that DIR-3 KYC must be filed by 30 September every year is outdated. MCA's amendment notified on 31 December 2025, effective 31 March 2026, replaced annual KYC with a three-year DIR-3 KYC Web cycle. Directors who had completed the earlier KYC generally have their next periodic KYC due by 30 June 2028, subject to their individual DIN circumstances.
A change in a DIN holder's personal mobile number, email address or residential address must be reported using the applicable KYC web process within 30 days. New DIN holders and persons with deactivated or non-compliant DINs must assess their own schedules; do not simply apply 2028 to everyone. Official MCA release .
Review director appointments, resignations and register updates throughout the year. DIR-12, where required, is event-based—not an annual filing to be submitted even where no director changed.
4. Income tax: ITR-6 and the 2026 filing extension
Most private limited companies that are not claiming exemption under Section 11 file ITR-6, even when profits are nil or the company has losses. For FY 2025–26 (AY 2026–27), the return is governed by the Income-tax Act, 1961, despite the Income-tax Act, 2025 coming into force on 1 April 2026. The new Act governs the tax year beginning on that date. This distinction is explained by the Income Tax Department's transition FAQs Official ↗.
For the relevant audit-category taxpayers, CBDT Circular 07/2026 extended the ITR deadline from 31 October to 21 November 2026, and the corresponding tax-audit report deadline from 30 September to 21 October 2026. A Companies Act statutory audit and a separate income-tax audit under Section 44AB are not identical; determine independently whether the income-tax audit report is actually required. Transfer-pricing and other special cases can have different deadlines. Income Tax Department's official announcement Official ↗.
Before filing, reconcile turnover, Form 26AS/AIS, TDS credits, GST turnover, tax payments and audited statements. Use the company's digital signature and confirm the selected assessment year.
5. TDS, advance tax, GST and payroll: when applicable
These are conditional obligations rather than identical annual filings for every private company.
- TDS/TCS: If required to deduct or collect tax—for example, on salaries, professional fees, contract payments or specified transactions—deposit amounts and submit the applicable quarterly statements, such as Forms 24Q, 26Q or 27Q, by the prescribed dates. Maintain TAN records and issue certificates when required.
- Advance tax: Assess expected corporate income-tax liability and pay instalments under the applicable income-tax law, allowing for the correct year and any exceptions.
- GST: A company with GST registration may have GSTR-1 and GSTR-3B filing and payment obligations, including nil returns where applicable; the QRMP scheme can change filing frequency. GST annual-return requirements and exemptions should be checked for the relevant financial year rather than assuming GSTR-9 applies to every GSTIN. Official GST Portal Official ↗; GSTR-3B due-date guide Official ↗.
- EPF/ESI and employment laws: Contributions and returns apply when the establishment is covered under the relevant laws. Review employee counts, wages, registration conditions and state rules. Covered EPFO employers generally remit monthly amounts by the 15th of the following month. EPFO employer guidance Official ↗.
- Other registrations: Professional tax, shops and establishments, FSSAI, factory approvals, trade licences and sector-specific licences may have renewal or reporting requirements depending on business activity and location.
6. Additional MCA filings that may apply
| Form / obligation | When to review it | General trigger |
|---|---|---|
DPT-3 | Annually, generally by 30 June | Reportable deposits or transactions not treated as deposits, as prescribed |
MSME-1 | Half-yearly, generally by 30 April and 31 October | Specified payments to micro/small suppliers remaining outstanding beyond the statutory period |
PAS-6 | Half-yearly, if applicable | Reconciliation of share capital for companies subject to dematerialisation rules |
INC-20A | Within prescribed incorporation window, normally 180 days | Commencement-of-business declaration for relevant newly incorporated share-capital companies |
DIR-12 | On a reportable appointment, cessation or change | Director/KMP changes |
PAS-3 / SH-7 / CHG forms | After specified corporate events | Allotment, alteration of capital or charge transactions |
BEN-2 / MGT-14 | When their specific statutory conditions are met | Significant beneficial ownership reporting or filing of prescribed resolutions |
Do not treat every row above as an automatic annual obligation. For example, the official DPT-3 instruction kit Official ↗ explains which reportable balances and dates it covers. Applicability of PAS-6 depends on the applicable dematerialisation rules and company classification.
7. Penalties and director-disqualification risk
Late or missing returns can lead to MCA additional filing fees, statutory penalties for the company and officers, tax interest, late fees, notices and proceedings. The amount depends on the relevant form, default, duration and current law. There is no single penalty amount suitable for every company compliance failure.
Under Section 164(2), a director-disqualification consequence can arise where a company has not filed financial statements or annual returns for three continuous financial years, subject to statutory conditions. A single missed form does not automatically produce the same consequence. Directors should not assume the company secretary, accountant or portal will resolve statutory accountability without their review.
8. Documents to collect before annual compliance
- ○ Certificate of incorporation, CIN, PAN, registered-office details and updated MCA master data
- ○ Shareholding, share allotment and transfer records; statutory registers
- ○ Board and general meeting notices, attendance, minutes and resolutions
- ○ Director declarations, interest disclosures and auditor appointment records
- ○ Trial balance, general ledger, cash and bank records, bank statements and reconciliations
- ○ Fixed-asset, inventory, borrowing, receivable and payable schedules
- ○ GST returns, invoices, e-way bill and ITC reconciliation where registered
- ○ TDS challans, returns, Form 26AS/AIS and tax-payment details
- ○ Payroll and PF/ESI records where applicable
- ○ Prior-year audited financial statements and filed annual returns
Practical example: a qualifying small private company
Suppose an ordinary private company has ₹50 lakh paid-up capital and ₹3 crore turnover, is not a holding/subsidiary or otherwise excluded, and closes its books on 31 March 2026. It may qualify as a small company under the revised definition. Subject to the detailed rules, it can use the reduced Board-meeting cycle and MGT-7A. It still generally needs statutory audit, an AGM, financial-statement filing and corporate income-tax filing. If no separate Section 44AB tax audit applies, it should not purchase an unnecessary tax-audit service simply because it has a Companies Act audit.
The exact compliance checklist will change if that company is GST-registered, deducts TDS, owes reportable supplier balances, or becomes a subsidiary.
Conclusion: build one calendar, not separate filing surprises
For a private limited company, AOC-4, MGT-7/MGT-7A, statutory audit, AGM, relevant Board meetings and ITR-6 form the core of the annual checklist. The correct 2026 calendar must also reflect the three-year director-KYC regime, higher small-company thresholds, the 2026 ITR extension and conditional GST, TDS, deposit and employment requirements.
TaxQue can help organise records and coordinate company compliance filings. For assistance, contact the TaxQue team. Professional support does not guarantee government acceptance or remove a company's legal responsibilities.
Official sources and references
- Companies Act, 2013 — India Code (Sections 2(85), 92, 96, 129, 137, 139, 164 and 173).
- MCA: Director KYC replaces annual filing with three-year cycle (1 January 2026).
- MCA: revised small-company thresholds (effective 1 December 2025).
- Income Tax Department: income-tax return FAQs and 2026 transition Official ↗.
- Income Tax Department: latest news and CBDT Circular 07/2026 extension Official ↗.
- MCA: DPT-3 filing instruction kit Official ↗.
- GST Portal: GSTR-3B guidance Official ↗.
- EPFO: employer contribution guide Official ↗.
This Guide is general information as of 27 October 2026, not case-specific legal or tax advice. Confirm fresh MCA/CBDT circulars, portal requirements and the company's individual applicability before filing.
