Company & LLP Compliances

Every private limited company, public limited company, one-person company, and Limited Liability Partnership (LLP) must complete annual ROC (Registrar of Companies) filings and other compliances every year. These are mandatory, and failure to comply can lead to heavy penalties, which can be avoided by timely completion.

Below are the key types of compliance required for both companies and LLPs.

Compliances for Private Limited Companies

Private limited companies must comply with the Income Tax Act, Companies Act, and other applicable laws.

      1. Compliances under the Companies Act 2013::
        • Conduct a statutory audit as per the Companies Act 2013.
        • File an annual return using Form MGT-7 and submit annual accounts using Form AOC-4.
        • File an auditor appointment form (ADT-1).
        • Complete annual director KYC compliance.
        • File Form DPT-3 for loans and deposits received by the company.
      2. Event-Based Compliances:
        • Appointment or resignation of directors.
        • Increase in share capital.
        • Change of the registered office address.
      3. Compliances under the Income Tax Act 1961:
        • File income tax returns before the due date.
        • File Transfer Pricing audit reports if applicable.
        • Conduct a tax audit with a CA, if required.
        • Comply with TDS regulations, including timely payment and quarterly TDS return filing.
      4. Compliances under Other Acts:
        • Professional Tax compliances (PTRC and PTEC).
        • Provident Fund (PF) compliances, if applicable.
Compliances for Limited Liability Partnerships (LLPs)

LLPs must comply with various laws, including the Companies Act, Income Tax Act, and other applicable regulations.

      1. Compliances under the Companies Act 2013:
        • File an Annual Return (Form 11).
        • Submit Form 8, detailing the LLP’s profit, loss, and financial affairs.
        • Conduct an audit if the LLP’s turnover exceeds ₹40 lakhs or its contribution exceeds ₹25 lakhs.
        • Complete annual Designated Partner KYC compliance.
      2. Compliances under the Income Tax Act 1961:
        • File annual income tax returns.
        • Conduct a tax audit if applicable.
        • Comply with TDS regulations, including timely payment and quarterly TDS return filing.
      3. Compliances under Other Acts:
        • Professional Tax compliances (PTRC and PTEC).
        • Provident Fund (PF) compliances, if applicable.
Annual Compliances for LLPs

LLPs have fewer annual compliance requirements compared to private limited companies. LLPs must file:

  • LLP Form 8 for financial statements.
  • LLP Form 11 for annual returns.
Changes in Contribution for an LLP

Capital contributions in an LLP can include not only monetary investments but also tangible and intangible properties or negotiable instruments like promissory notes. Any change in the contribution requires an amendment to the LLP Agreement, which must be filed using E-Form 3 with the ROC within 30 days of the change.

Changes in the Constitution of a Partnership Firm

Under the Partnership Act 1932, firms can register at any time, and subsequent changes (e.g., change of address, partners joining or leaving) must be reported to the Registrar of Firms. The following forms are used for amendments:

  • Form 2: Change of principal place of business or firm name.
  • Form 3: Change of secondary place of business.
  • Form 4: Change of partner details.
  • Form 5: Change in the firm’s constitution or partner status.
  • Form 6: Dissolution of the firm.
  • Form 7: Notification when a minor partner reaches the age of majority.

 

Changing the LLP Agreement

The LLP Agreement outlines the operational scope, rights, duties, and obligations of the partners, similar to a company’s Memorandum and Articles of Association (MoA and AoA). Any amendments to the agreement must be approved through a partner resolution and reported to the Registrar via Form 3 within 30 days of the resolution.