Private Limited Company compliance checklist & due dates (2026)

What is specific to a Private Limited Company

A Private Limited Company carries the fullest compliance load of any Indian startup structure, and that is the trade you make for limited liability, a clean cap table and the ability to raise institutional equity. Practically everything on this page applies to you.

The board process is a real obligation, not paperwork. Section 173 requires a minimum number of board meetings each year with prescribed gaps between them, and a company that qualifies as a small company or is an OPC has a reduced requirement. Minutes must be kept, and resolutions for certain matters must be filed with the Registrar in Form MGT-14 within the prescribed time.

Two filings surprise founders because the names sound irrelevant. DPT-3 is the annual return of deposits — and it covers money received that is NOT treated as a deposit, which includes director loans and many founder advances, so it very often applies to a company that has never taken a 'deposit' in any ordinary sense. MSME Form 1 is a half-yearly return of amounts outstanding to MSME-registered suppliers beyond forty-five days, which catches companies that pay small vendors slowly.

The statutory registers nobody mentions until diligence

Alongside the filings, a company must maintain statutory registers — of members, of directors and their shareholdings, of charges — and keep its minute books. None of these has a filing date attached, which is precisely why they are neglected.

They surface in diligence. An investor's counsel will ask for the register of members and the minute book, and a gap between what the register says and what your cap table spreadsheet says is a genuine problem to unwind, particularly around early share allotments and ESOP grants. Reconstructing four years of minutes retrospectively is the sort of task that delays a term sheet.

What actually happens when you miss one — beyond the late fee

Founders under-rate compliance because they assume the worst case is a fee they can pay later. For the routine monthly filings that is broadly true. For several of these it is not, and the real consequences are structural rather than financial.

The amounts and rates are deliberately not stated here, because they change and because a number without its working is worth little. Where we can compute one, the calendar rows link a calculator that shows the arithmetic.

Losing your carried-forward losses — the expensive one for startups

Business losses may only be carried forward to set off against future profits if the return for the loss year was filed by the due date under Section 263(1) of the Income-tax Act, 2025 (Section 139(1) of the 1961 Act). File late and, under Section 121 (formerly Sections 139(3) and 80), that year's business loss is simply gone. A startup burning cash for four years is accumulating its single most valuable tax asset; a missed filing deadline destroys that year's slice of it, and there is no way to restore it later. Unabsorbed depreciation is treated differently, which is cold comfort.

Director disqualification

Under Section 164(2), a director of a company that has not filed its financial statements or annual returns for three consecutive financial years is disqualified — and the disqualification attaches to the person, barring them from being a director of ANY company, not merely the defaulting one. Founders discover this when they try to incorporate their next venture.

The company being struck off

The Registrar may strike a company off under Section 248 where it is not carrying on business or has not filed for a sustained period. Restoration means an application to the Tribunal — slow, costly, and fatal to any fundraise or acquisition in progress.

DIN deactivation

Miss DIR-3 KYC Web — now due by 30 June once every three financial years, and within 30 days of any change in a director's mobile number, email or address — and the director's DIN is deactivated until it is filed with the prescribed fee. A deactivated DIN blocks that person from signing filings, which stalls everything else on this page.

Blocked GST filings and cancelled registration

Non-filing compounds: an unfiled GSTR-3B blocks the subsequent GSTR-1 under Rule 59(6), so one missed month freezes the next, and sustained non-filing is a ground for cancellation of registration under Section 29. Interest on the tax itself runs under Section 50 independently of any late fee.

Disallowed expenditure on unpaid TDS

Beyond interest under Section 398(3) and the fee under Section 427 for late returns (Sections 201(1A) and 234E of the 1961 Act), failing to deduct or deposit TDS can cause part of the underlying expense to be disallowed under Section 35(b)(i) (formerly Section 40(a)(ia)) — you lose the deduction on the payment itself, which usually costs more than the interest.

Advance tax interest

Under Sections 424 and 425 (formerly Sections 234B and 234C), interest runs on shortfalls in advance tax instalments. This one bites profitable companies that only think about tax at year end, and it accrues quietly across the four instalment dates.

How to actually run this without a full-time finance hire

The failure mode is almost never that a founder decided to skip a filing. It is that nothing in the week prompted them and the date passed. Three habits fix most of it.

First, separate the monthly rhythm from the annual cliff. The GST, TDS and payroll rows repeat twelve times a year and belong to whoever does your books; once they are running they mostly run themselves. The annual filings — the ROC cycle, DPT-3, the tax audit — and the three-yearly DIR-3 KYC arrive once, have no muscle memory attached, and are what people actually miss. Put those in a calendar with a month of lead time, not a week.

Second, work backwards from the dependency chain rather than from each date in isolation. Your AOC-4 and MGT-7 dates are set by your AGM date; your AGM needs audited accounts; your audit needs closed books. A late book close in July is what causes a late ROC filing in November, and by then the fee is already unavoidable.

Third, keep the registrations you do not use under review. Every dormant GST registration and every unused TAN is an obligation that keeps generating filings. If a registration is not earning its keep, surrender it deliberately rather than leaving it to accrue nil-return defaults.