Offshore Company Registration - Process, Benefits and Requirements

Jun 11, 2025
Private Limited Company vs. Limited Liability Partnerships

In today’s global economy, businesses often look beyond their home countries to expand operations, access new markets, and optimise taxes. Setting up an offshore company is one common way to achieve this.

In simple terms, an offshore company is a business entity registered in a country different from where its owners reside or conduct most of their operations. For example, a U.S. resident might register a company in India to access the Indian market or tap into the country’s tech ecosystem.

Offshore companies operate under the laws of the country where they are registered, not the country where their owners live. Many businesses choose this structure for benefits such as legal advantages, tax efficiency, easier cross-border operations, and access to international markets.

In this blog, we’ll explain offshore company registration, the legal framework in India, the process, compliance requirements, and the key benefits to help you make an informed decision.

Table of Contents

Which Acts Govern Offshore Companies in India?

If you are looking to register an offshore company in India, here are the key laws that will apply:

  • Companies Act, 2013: Governs company incorporation, management, and reporting.
  • Foreign Exchange Management Act (FEMA), 1999:  Governs foreign investment, repatriation of profits, and forex dealings.

When foreign nationals or companies set up operations in India, they must comply with these acts. 

Permissible structures for offshore companies in India include:

  • Joint Ventures (JV) with an Indian partner.
  • Wholly-owned subsidiaries (common in sectors like IT and services).
  • Branch Offices (used by foreign companies to conduct business directly in India).
  • Project Offices (for executing specific projects in India).

Requirements for Registering an Offshore Company

To legally register an offshore company in India, certain legal and structural requirements must be met:

  • Private Limited – 2 shareholders and 2 directors (at least 1 Indian director).
  • Public Limited – 7 shareholders and 3 directors (at least 1 Indian director).
  • LLP – 2 designated partners (at least 1 Indian resident).
  • Authorised capital: No minimum paid-up capital required for a Private Limited Company, but authorised capital must be declared.
  • Local presence: Offshore companies must maintain a registered office in India and appoint a local agent if required (esp. for branch or project offices).

Related Read: Find Out Which Company Type to Register for your Business

Offshore Company Registration Process

Registering an offshore company in India typically involves the following steps:

Step 1: Obtain DSC


DSC (Digital Signature Certificate): Required to digitally sign incorporation documents.

Related Read: How to apply for a Digital Signature Certificate in India

Step 2: Reserve Company Name

File SPICe+ Part A on the Ministry of Corporate Affairs (MCA) portal to reserve the desired company name. Ensure the name complies with the Companies Act, 2013 guidelines and is not identical or too similar to existing trademarks or companies.

Step 3: Prepare Documents

Draft the following key documents:

Have these documents duly signed and notarised (where required).

Step 4: File Incorporation Application

  • Complete SPICe+ Part B on the MCA portal.
  • Upload all prepared documents along with:
    • Proof of registered office address in India.
    • PAN and TAN application forms.
  • Pay the required fees.

Step 5: Verification and Approval

  • The Registrar of Companies (ROC) reviews your application and documents.
  • Upon successful verification, the ROC issues the Certificate of Incorporation (COI), officially registering your offshore company in India.

Compliances by an Offshore Company in India

Once registered, offshore companies in India must follow key compliance requirements:

  • Annual General Meetings (AGMs): Conducted as per the Companies Act.
  • Auditor appointment: Mandatory appointment of a qualified auditor.
  • Financial records: Maintain proper books of accounts and file Annual Returns (MGT-7) and Financial Statements (AOC-4).
  • Tax filings: File annual Income Tax returns under the Income Tax Act.

Mandatory Registers:

  • Register of Directors and Key Managerial Personnel
  • Register of Members (Shareholders)
  • Register of Share Transfers
  • Register of Charges
  • Register of Debenture Holders (if applicable)

Benefits of Registering an Offshore Company in India

India is becoming a popular choice for offshore company registration due to several advantages:

  • Low capital requirements: No mandatory minimum paid-up capital for Pvt Ltd companies.
  • Attractive tax regime: Corporate tax rate of ~30%, with incentives for sectors like IT/ITES.
  • Double Taxation Avoidance Treaties (DTAA): India has DTAAs with 70+ countries, helping avoid double taxation on global income.
  • Skilled workforce: India offers a large pool of English-speaking, technically skilled talent- ideal for tech, services, and product-based companies.
  • Strong infrastructure: Cities like Bengaluru, Hyderabad, Pune, and Gurugram offer world-class tech parks, incubators, and infrastructure.
  • Growing economy: India’s rapidly growing economy offers huge market potential for both B2B and B2C businesses.

Conclusion

India offers a dynamic and supportive environment for offshore company registration. It combines cost-effectiveness, a large pool of skilled talent, and a fast-growing domestic market.

In today’s connected world, businesses are no longer bound by borders. If you’re looking to expand globally, diversify your operations, or tap into India’s thriving economy, setting up an offshore company here can be a smart move. From IT services to manufacturing to eCommerce, India offers countless opportunities across industries.

Frequently Asked Questions

rize image

Register your Business at just 1,499 + Govt. Fee

Register your business
rize image

Register your Private Limited Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your One Person Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your Business starting at just 1,499 + Govt. Fee

Register your business
rize image

Register your Limited Liability Partnership in just 1,499 + Govt. Fee

Register your business

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

What is offshore registration?

Offshore registration refers to the process of incorporating a company in a country other than the one where its primary operations or owners reside. It is often done to benefit from favorable tax laws, business-friendly regulations, or global expansion.

Which country is the easiest to open an offshore company?

Some of the easiest countries to open an offshore company include the British Virgin Islands (BVI), Cayman Islands, Singapore, and the UAE. These jurisdictions offer streamlined incorporation processes, low tax rates, and minimal regulatory hurdles.

What are the benefits of an offshore company?

Offshore companies offer several benefits including tax optimization, asset protection, enhanced privacy, access to international markets, and ease of global business operations.

What is the meaning of offshore company?

An offshore company is a legal business entity established in a foreign jurisdiction, typically to take advantage of local benefits such as tax efficiency, confidentiality, and ease of doing international business.

Related Posts

Small Company Definition in India - Razorpay Rize

Small Company Definition in India - Razorpay Rize

The Ministry of Corporate Affairs (MCA) has revised the definition of a "Small Company" in India through the Companies (Specification of Definitions Details) Amendment Rules, 2022, effective from 15 September 2022. This amendment aims to reduce compliance burdens for small companies and support their growth in India's economic landscape. The updated criteria focus on the paid-up capital and turnover limits, making it easier for businesses to qualify as small companies under the Companies Act 2013.

Small companies play a vital role in India's economy, generating profits and creating employment opportunities. The revised small company definition is expected to benefit a larger number of businesses, fostering entrepreneurship and innovation across various sectors. By understanding the new criteria and the benefits offered to small companies, entrepreneurs can make informed decisions while setting up or managing their ventures.

Table of Contents

What are Small Companies?

Small companies, as defined by the Companies Act 2013, are private limited businesses with lower annual revenue compared to regular-sized companies. They follow the same registration process as private limited companies but have distinct financial criteria. To be classified as a small company as per the Companies Act, a business must meet the revised thresholds for paid-up capital and turnover.

The significance of small companies in India's economy cannot be overstated. They contribute to profit generation and job creation, making them essential drivers of economic growth. By providing goods and services to local communities and niche markets, small companies help foster inclusive development across the country.

The New Definition of Small Company

A small company is now defined as a non-public entity as per the Companies (Specification of Definition details) Amendment Rules, 2022, effective from 15 September 2022, if it meets the following conditions:

  • Small company paid-up capital should not exceed ₹4 Crores, or such higher amount specified, which should not exceed ₹10 Crores.
  • Small company turnover limit should not exceed ₹40 Crores, or such higher amount specified, which should not exceed ₹100 Crores.

It is important to note that certain companies are excluded from being classified as small companies, even if they meet the above criteria. These include:

  • Public companies
  • Holding companies
  • Subsidiary companies
  • Companies registered under Section 8 (non-profit companies)
  • Companies governed by any special act

The 2022 amendment significantly broadened the scope for small companies, enhancing their eligibility for benefits and simplifying compliance requirements, thus fostering growth in the small business sector in India.

Earlier Definition of Small Companies 2021

Prior to the 2022 amendment, the definition of small companies underwent changes in 2021. The thresholds for paid-up capital and turnover were revised as follows:

Criteria Threshold
Paid-up capital Maximum: ₹2 crores
Turnover Maximum: ₹20 crores

Comparing Small Company New Definition with Old Definitions

The Companies (Specification of Definition details) Amendment Rules, 2022, have further expanded the scope of small companies by increasing the limits for paid-up share capital and turnover. Here's a comparison of the key changes between the old and new definitions:

H3 - Criteria H3 - Old Definition (before 2021) H3 - Old Definition (2021) H3 - New Definition (2022)
Paid-up share capital Maximum: ₹50 lakhs Maximum: ₹2 crores Maximum: ₹4 crores
Turnover Maximum: ₹2 crores Maximum: ₹20 crores Maximum: ₹40 crores

The increased thresholds allow more firms to be classified as small companies and avail of the benefits provided under the Companies Act 2013. This expansion is expected to reduce compliance burdens and facilitate ease of doing business for a larger number of small businesses in India.

Benefits of Revised Small Company Definition

Exemption from Preparing Cash Flow Statements

Small companies are not required to include cash flow statements in their financial reports, simplifying their accounting processes.

Simplified Annual Filings

They can prepare and file an abridged annual return, reducing administrative workload.

Fewer Board Meeting Requirements: 

Small companies are mandated to hold only two board meetings per year instead of four, which lessens operational demands.

Impact on Audit Processes

  1. Auditors are not required to report on the adequacy of internal financial controls.
  2. There is no compulsory rotation of auditors, which can reduce costs and administrative burdens.

Compliance Ease 

A director can sign annual returns in the absence of a company secretary, further streamlining operations.

Reduced Penalties for Non-Compliance: 

This encourages small companies to focus on growth rather than worrying excessively about penalties.

These exemptions and relaxations aim to ease the compliance burden on small companies, allowing them to focus on their core business activities and growth strategies.

{{company-reg-cta}}

Characteristics of a Small Company in India

Small companies in India have distinct characteristics that set them apart from larger enterprises. Some of the key traits include:

Ownership Structure 

Typically, small companies are privately owned entities, often structured as private limited companies, partnerships, or sole proprietorships. This ownership model allows for greater control and flexibility in decision-making but limits access to larger capital investments.

Simplified Compliance 

One of the key advantages of being classified as a small company is the reduced compliance burden. They benefit from exemptions, such as not needing to prepare cash flow statements, simplified annual filings, and fewer requirements for board meetings—only two are mandated per year. These measures significantly alleviate administrative pressures, allowing owners to focus on core business activities.

Auditing Requirements 

Small companies face less stringent auditing requirements. For instance, they are not obligated to rotate auditors or report on the adequacy of internal financial controls, which reduces costs and simplifies financial oversight.

Limited Resources and Workforce

Small companies generally operate with limited resources and a smaller workforce. They often employ fewer staff members, sometimes relying on a single individual or a small team to manage operations. This can lead to agility in decision-making but may also pose challenges in scaling operations or managing increased demand.

Restricted Market Reach

The market reach of small companies is typically confined to local or regional areas. They often serve niche markets or specific community needs, such as convenience stores in rural areas. This limitation can hinder growth opportunities compared to larger firms with broader market access.

How to Register a Small Company as per the Companies Act 2013?

To register a business online as a small company under the Companies Act 2013, follow these steps:

  1. Obtain Digital Signature Certificates (DSCs) for all proposed directors and subscribers
  2. Reserve the company name by submitting Part-A of the SPICe+ form
  3. File Part-B of the SPICe+ form along with required documents (Memorandum of Association (MOA), Articles of Association (AOA), Professional Declaration, Affidavits, Identity and Address Proofs, and Correspondence Address)
  4. Pay prescribed fees and stamp duty for the SPICe+ form, MOA, and AOA
  5. Obtain the Certificate of Incorporation from the Registrar of Companies (ROC) upon successful review of submitted documents

Matters to be included in the Board's Report for small companies:

  • The web address for the Annual Return (if available)
  • Number of Board meetings held during the year
  • Directors' Responsibility Statement as per Section 134(5)
  • Details of any frauds reported by the auditor under Section 143(12), except those reportable to the Central Government
  • Explanations or comments on any qualifications, reservations, or adverse remarks in the auditor's report
  • Summary of the company's current affairs and business overview
  • Financial summary or highlights
  • Material changes in the nature of the business after the financial year-end and their impact on the company's financial position
  • Changes in directorship during the year
  • Significant legal or regulatory orders affecting the company's going concern status or future operations

Synopsis of MCA Notification on Companies (Specification of Definition details) Amendment Rules 2022

The MCA has issued the Companies (Specification of Definition details) Amendment Rules, 2022, effective from 15 September 2022. The key amendments include:

  1. Rule 2 has been amended by substituting a new clause 2(1)(t), which specifies the revised definition of small companies.
  2. The thresholds for paid-up capital and turnover have been increased in the definition of a small company under the Companies Act 2013.

These amendments aim to provide relief to a larger number of businesses by classifying them as small companies and offering them various benefits and exemptions under the Companies Act 2013.

Frequently Asked Questions

rize image

Register your Business at just 1,499 + Govt. Fee

Register your business
rize image

Register your Private Limited Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your One Person Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your Business starting at just 1,499 + Govt. Fee

Register your business
rize image

Register your Limited Liability Partnership in just 1,499 + Govt. Fee

Register your business

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

What is a small company as per the Companies Act, 2013?

A small company, as per the Companies Act, 2013, is a private limited company that meets the revised criteria for paid-up capital (not exceeding ₹4 crores) and turnover (not exceeding ₹40 crores) as specified in the Companies (Specification of Definition details) Amendment Rules, 2022.

What is a small company's limit?

The small company limit, as per the latest amendment, is a paid-up capital not exceeding ₹4 crores and a turnover not exceeding ₹40 crores.

What are the small companies in India?

Small companies in India are private limited businesses that meet the revised criteria for paid-up capital and turnover as specified in the Companies Act 2013. They play a crucial role in the country's economic growth by generating profits, creating jobs, and fostering entrepreneurship.

What is the definition of a small company, as per SEBI?

The Securities and Exchange Board of India (SEBI) defines a small company based on market capitalisation. Specifically, a small-cap company has a market capitalisation below ₹5,000 crores. This classification is distinct from the definition of a small company under the Companies Act 2013, which focuses on paid-up capital and turnover thresholds.

What is the size of a small-cap company?

As per SEBI's definition, a small-cap company has a market capitalisation below ₹5,000 crores. This classification is based on the company's market value and is different from the definition of a small company under the Companies Act 2013.

Form MGT-8: Applicability, Format, and Requirements

Form MGT-8: Applicability, Format, and Requirements

For businesses, staying compliant with regulations isn’t just about ticking boxes—it’s about building trust with investors, customers, and regulators. One such important compliance requirement is Form MGT-8, a certification that ensures companies are meeting legal obligations while filing their annual returns.

If your company falls under certain criteria, you must get this form certified by a practising Company Secretary (CS) to confirm that your annual return is accurate and meets all legal requirements.

Understanding who needs to file Form MGT-8, its format, and compliance requirements can help companies avoid unnecessary risks and maintain smooth operations.

Table of Contents

What is Form MGT-8?

Form MGT-8 is a certification issued by a practising Company Secretary to validate that a company’s annual return complies with the provisions of the Companies Act of 2013. It assures that the company has accurately disclosed its financial and operational details, ensuring transparency and accountability.

The certificate covers aspects such as shareholding structure, board composition, meetings, and statutory records.

When Is Form MGT-8 Required?

Form MGT-8 is required in specific scenarios where companies exceed certain financial thresholds or have a specific status. It is mandatory for:

  • Listed companies
  • Companies with a paid-up share capital of ₹10 crores or more
  • Companies with a turnover of ₹50 crores or more

Form MGT-8 Format

Essential Components of the Form

Form MGT-8 is a certification report that includes various essential components to ensure compliance with the Companies Act, 2013. These components typically include:

  • Company Details – Name, registration number, and details of the company.
  • Certificate of Compliance – A statement certifying the company's adherence to the Act’s provisions.
  • Verification of Financial Records – Confirmation that financial statements have been audited and filed according to the law.
  • Board and Shareholder Meeting Details – Confirmation of meetings held and compliance with relevant provisions.
  • Transaction and Borrowing Details – Verification of loans, borrowings, and any changes in share capital.
  • Auditor Details – Information related to the appointment and reappointment of auditors.

Structure and Key Sections

Form MGT-8 follows a structured format, typically divided into the following sections:

  1. Part A: Company Overview
    • Includes company name, CIN (Corporate Identification Number), and registered address.
  2. Part B: Compliance Statements
    • Lists the provisions of the Companies Act, 2013 under which the company is required to comply. It includes details on financial statements, board meetings, and share capital transactions.
  3. Part C: Certification
    • The company secretary provides a certificate stating that the company has adhered to all the relevant provisions of the Act.
  4. Part D: Signature and Date
    • The form ends with the signature of the certifying company secretary, along with the date of certification.

Applicability of Form MGT-8

As per Section 92(2) of the Companies (Management and Administration) Rules, 2014, certain companies must have their annual returns certified by a practising Company Secretary. This applies to:

  • Listed companies
  • Companies with a paid-up share capital of ₹10 crores or more
  • Companies with a turnover of ₹50 crores or more

This certification ensures the company meets all statutory compliance requirements before submitting its annual return.

Related Read: LLP Form 11; Annual Return

Contents of Form MGT-8

Form MGT-8 contains several key elements that ensure a company is in compliance with the Companies Act of 2013. The contents include:

  • Company details: Name, registration number, and principal business activities.
  • Share capital structure: Details of shares issued and ownership distribution.
  • Compliance confirmation: Verification of board meetings, statutory filings, and regulatory approvals.
  • Certifications: Declaration by the practising Company Secretary affirming that the company has adhered to all relevant legal provisions.

Contents of the Form MGT-8 Report

The company secretary must certify that the annual return of the company is accurate and in compliance with the provisions of the Companies Act, 2013. The key points covered in the report include:

  • Status of the Company – The company’s legal status under the Companies Act.
  • Maintenance of Registers and Records – Ensuring records are updated within prescribed timelines.
  • Filing of Forms and Returns – Confirmation that necessary filings were made to the appropriate authorities.
  • Board Meetings – Verification that board and committee meetings were conducted correctly.
  • Register of Members/Shareholders – Confirmation of compliance with closure and maintenance requirements.
  • Loans to Directors – Adherence to provisions under Section 185 of the Companies Act for loans to directors.
  • Changes in Share Capital – Details on share capital transactions (issue, transfer, buyback, etc.).
  • Dividend Rights – Assurance that dividend-related processes have been followed.
  • Investor Education and Protection Fund – Confirmation of amounts moved to this fund as per Section 125.
  • Financial Statements – Certification that audited financial statements are signed and compliant with Section 134.
  • Director & KMP Appointments – Verification of appointments, reappointments, and remuneration of directors and key managerial personnel.
  • Auditor Appointments – Confirmation that auditor appointments comply with Section 139.
  • Approval from Authorities – Ensuring necessary approvals have been obtained.
  • Acceptance of Deposits – Compliance with the acceptance, renewal, and repayment of deposits.
  • Borrowings and Charges – Details on borrowings and matters related to charges.
  • Loans/Investments/Guarantees – Compliance with Section 186 for providing loans/investments to bodies corporate or individuals.
  • Alteration of AoA/MoA – Confirmation of any changes to the Articles or Memorandum of Association.

Looking to register your Sole Proprietorship Company? Head over to Razorpay Rize and complete your company registration!

Compliance Aspects

The compliance aspects covered by Form MGT-8 include:

  • Corporate Governance: Ensuring proper board structure and transparency in decision-making.
  • Regulatory Filings: Confirmation that the company has submitted all required returns and documents.
  • Financial Reporting: Validation of financial statements and records.
  • Board Meetings & Resolutions: Verification of proper conduct of board meetings and resolutions.
  • Loans & Related Party Transactions: Ensuring transactions comply with legal provisions.
  • Approvals & Authorizations: Confirmation that necessary approvals from the Central Government or regulatory authorities are obtained where required.

Consequences of Non-Compliance

Failure to comply with the requirements of Form MGT-8 can result in serious consequences, including:

  • Penalties and Fines: Companies and responsible officers may face monetary penalties for non-compliance.
  • Legal Action: Regulatory authorities may initiate legal proceedings against defaulting companies.
  • Reputation Damage: Non-compliance affects investor confidence and the company's credibility.
  • Operational Restrictions: Companies may face restrictions in obtaining loans, tenders, and other business opportunities.

Conclusion

Form MGT-8 is a critical compliance document that ensures companies adhere to the Companies Act of 2013. It is mandatory for listed companies and those meeting specific financial thresholds.

By obtaining certification from a practising Company Secretary, companies can confirm their adherence to legal requirements, reducing regulatory risks. Understanding its applicability, format, and compliance aspects helps businesses maintain transparency and corporate governance.

Companies must meet the necessary compliance requirements to avoid penalties and safeguard their business interests.

Frequently Asked Questions

rize image

Register your Business at just 1,499 + Govt. Fee

Register your business
rize image

Register your Private Limited Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your One Person Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your Business starting at just 1,499 + Govt. Fee

Register your business
rize image

Register your Limited Liability Partnership in just 1,499 + Govt. Fee

Register your business

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

Who is eligible for MGT-8?

Form MGT-8 can only be certified by a Company Secretary in Practice (CS). A CS is eligible to certify this form if they are a member of the Institute of Company Secretaries of India (ICSI) and hold a valid certificate of practice. This ensures that the certification complies with legal and regulatory standards.

What is MGT-8 filed for?

Form MGT-8 is filed to certify that a company has complied with the provisions of the Companies Act, 2013, and the rules made thereunder. It is specifically used for certifying the annual return of the company, ensuring that the company's records, meetings, filings, transactions, and governance practices are in compliance with the legal requirements.

What is the difference between MGT-8 and secretarial audit?

  • MGT-8: This is a certificate provided by a company secretary in practice, confirming that the company's annual return complies with the requirements of the Companies Act, 2013. It is more focused on the company’s compliance with the law and internal governance.
  • Secretarial Audit: A secretarial audit is a comprehensive examination of a company’s records and operations to ensure compliance with various laws and regulations (including corporate governance and SEBI regulations). It is a more detailed and extensive process compared to MGT-8, usually required for larger companies.

Can MGT-8 be digitally signed?

Yes, MGT-8 can be digitally signed by the company secretary in practice who is certifying the form. The digital signature ensures the authenticity and validity of the document, in line with the requirements for filing documents electronically with the Registrar of Companies (RoC).

Who is required to file MGT-8?

The filing of Form MGT-8 involves the following steps:

How to file MGT-8?

The filing of Form MGT-8 involves the following steps:

  1. Preparation: The company secretary in practice certifies the company’s compliance with the Companies Act, 2013 and prepares Form MGT-8.
  2. Certification: The company secretary certifies the annual return, ensuring it is in line with the legal requirements.
  3. Submission: Form MGT-8, along with the annual return (MGT-7), is filed with the Registrar of Companies (RoC) through the Ministry of Corporate Affairs (MCA) portal. The company secretary digitally signs the form before submission.
  4. Filing Fee: Pay the prescribed filing fee on the MCA portal at the time of submission.

Akash Goel

Akash Goel is an experienced Company Secretary specializing in startup compliance and advisory across India. He has worked with numerous early and growth-stage startups, supporting them through critical funding rounds involving top VCs like Matrix Partners, India Quotient, Shunwei, KStart, VH Capital, SAIF Partners, and Pravega Ventures.

His expertise spans Secretarial compliance, IPR, FEMA, valuation, and due diligence, helping founders understand how startups operate and the complexities of legal regulations.

Read more
Form DPT-3: Due Date, Purpose, Return Date

Form DPT-3: Due Date, Purpose, Return Date

Running a business in India comes with its fair share of challenges—managing finances, growing revenue, and keeping up with endless compliance requirements. One such crucial yet often overlooked filing is Form DPT-3.

This annual filing is mandatory for all companies in India—except government companies—to report details of deposits, loans, and non-deposit receipts. The Form DPT-3 due date is June 30th each year, making it essential for businesses to meet this deadline to avoid penalties and maintain good standing with regulatory authorities.

Table of Contents

What is Form DPT-3?

Form DPT-3 is an annual return form that companies must file to report deposits and outstanding loan details. It is a statutory requirement under the Companies Act 2013, ensuring that businesses remain compliant and transparent in their financial dealings. The form covers:

  • Deposits received by the company
  • Non-deposit loans taken from directors, shareholders, or other sources
  • Any other amounts that are classified as financial liabilities

The primary objective of this filing is to prevent malpractices related to undisclosed financial transactions and to strengthen corporate governance.

<H2> Applicability and Requirements for DPT-3 Form

Form DPT-3 filing applies to all companies except government companies. This includes:

Key requirements for DP3 include:

  • Annual Filing Deadline: Companies must submit Form DPT-3 by June 30 each year, covering financial transactions for the previous fiscal year.
  • Financial Year Coverage: The form includes details of financial liabilities up to March 31 of the relevant financial year.
  • Auditor Verification: Companies must ensure that the reported figures are verified by auditors to maintain accuracy and compliance.

Penalties for Non-Compliance with Form DPT-3 Filing

Failure to file Form DPT-3 on time can result in significant penalties under the Companies Act 2013. The penalties include:

  • A flat penalty of up to ₹5,000 for the company.
  • Additional daily fines of ₹500 per day for continued non-compliance.
  • Officers responsible for the filing may also be penalised with additional fines.

Ensuring timely submission is essential to avoid legal repercussions and unnecessary financial burdens.

Preparing for the DPT-3 Filing

To ensure a smooth DPT-3 filing process, companies should follow these steps:

  1. Review Financial Transactions: Examine all deposits, loans, and non-deposit receipts received during the financial year.
  2. Obtain Audit Reports: Work with auditors to verify and validate the data before submission.
  3. Gather Necessary Documentation: Collect supporting documents such as loan agreements, receipts, and auditor reports.
  4. Consult Experts: If there are complexities in reporting, seek advice from compliance professionals or legal experts.

Information Required to Fill DPT-3 Form

Companies need to provide the following details while filling out Form DPT-3:

Other financial liabilities as per the balance sheet-

  • Net Worth of the Company: The net worth is calculated as total assets minus total liabilities based on the most recent financial year-end.
  • Particulars of Charge (if any): Companies must disclose any charges or encumbrances on their assets. This includes mortgages, liens, or any other security interests held against company-owned properties or resources.
  • Total Amount Outstanding as of March 31st, 2020 including-  
  • Deposits received from individuals or entities.
  • Loans borrowed from banks, directors, or other companies.
  • Any other non-deposit receipts that need disclosure.
  • Particulars of Credit Rating (If Applicable): Companies with an assigned credit rating should provide: Name of the credit rating agency (e.g., CRISIL, ICRA, CARE, etc.) and the rating assigned

Form DPT-3 Due Date

The due date for filing Form DPT-3 is June 30th of every financial year. Companies should ensure timely submission to avoid penalties and maintain regulatory compliance.

Documents Required to File DPT-3 Form

To complete the Form DPT-3 filing, companies must submit:

  • List of Depositors
  • Deposit Insurance Contract
  • Copy of the Trust Deed
  • Copy of the Instrument Creating Charge
  • Details of Liquid Assets
  • Outstanding Receipts of Money or Loans
  • Auditor’s Certificate

Looking to register your company online? Get started with Razorpay Rize’s Company Registration services! 

Conclusion

Form DPT-3 is a critical compliance requirement for companies in India. Filing this might feel like just another compliance task, but it’s actually a crucial step in keeping your business financially transparent and legally sound. Missing the deadline can lead to penalties, unnecessary stress, and last-minute scrambling. Instead of rushing at the last minute, take a proactive approach—review your records, coordinate with your auditors, and get your documents in order well in advance.

Frequently Asked Questions

rize image

Register your Business at just 1,499 + Govt. Fee

Register your business
rize image

Register your Private Limited Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your One Person Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your Business starting at just 1,499 + Govt. Fee

Register your business
rize image

Register your Limited Liability Partnership in just 1,499 + Govt. Fee

Register your business

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

Is Form DPT-3 mandatory?

Yes, Form DPT-3 is mandatory for all companies (except government companies) that have received deposits, loans, or other non-deposit receipts. It must be filed annually, as per the Companies Act of 2013, to ensure financial transparency and regulatory compliance.

What is the penalty for delay in DPT-3?

If a company fails to file Form DPT-3 on time, penalties may include:

  • A fine of ₹5,000 for the company.
  • An additional fine of ₹500 per day for continued non-compliance.
  • Officers in default may also face penalties, which can go up to ₹2 lakh.

What is the fee for DPT-3?

The filing fee for Form DPT-3 depends on the company’s authorised share capital:

  • ₹200 for companies with capital up to ₹1 lakh
  • ₹300 for ₹1-5 lakh
  • ₹400 for ₹5-25 lakh
  • ₹500 for ₹25 lakh-1 crore
  • ₹600 for ₹1 crore or more

Late filing attracts additional fees, increasing with the delay period.

Is DPT-3 applicable to LLPs?

No, Form DPT-3 is not applicable to LLPs (Limited Liability Partnerships). It applies only to private and public limited companies, as LLPs are governed by the LLP Act of 2008 and have different compliance requirements.

Can we file DPT-3 after the due date?

Yes, you can file DPT-3 after the due date, but it will attract late filing fees and penalties. To avoid unnecessary financial and legal consequences, it is advisable to file before the June 30 deadline.

Is DPT-3 mandatory every year?

Yes, DPT-3 is an annual compliance requirement that must be filed every year by June 30, reporting financial data from the previous fiscal year.

What is the purpose of filing DPT-3?

The purpose of Form DPT-3 is to:

  • Ensure financial transparency by reporting deposits, loans, and non-deposit transactions.
  • Help regulators track company borrowings and financial stability.

Ensure compliance with the Companies Act of 2013 and avoid penalties.

Rize.Start

Hassle free company registration through Razorpay Rize

in just 1,499 + Govt. Fee
With ₹0 hidden charges

Make your business ready to scale. Become an incorporated company through Razorpay Rize.

Made with ❤️ for founders

View our wall of love

Smooth onboarding, seamless incorporation and a wonderful community. Thanks to the #razorpayrize team! #rizeincorporation
Dhaval Trivedi
Basanth Verma
shopeg.in
Exciting news! Incorporation of our company, FoxSell, with Razorpay Rize was extremely smooth and straightforward. We highly recommend them. Thank you Razorpay Rize for making it easy to set up our business in India.
@foxsellapp
#razorpayrize #rizeincorporation
Dhaval Trivedi
Prakhar Shrivastava
foxsell.app
We would recommend Razorpay Rize incorporation services to any founder without a second doubt. The process was beyond efficient and show's razorpay founder's commitment and vision to truly help entrepreneur's and early stage startups to get them incorporated with ease. If you wanna get incorporated, pick them. Thanks for the help Razorpay.

#entrepreneur #tbsmagazine #rize #razorpay #feedback
Dhaval Trivedi
TBS Magazine
Hey, Guys!
We just got incorporated yesterday.
Thanks to Rize team for all the Support.
It was a wonderful experience.
CHEERS 🥂
#entrepreneur #tbsmagazine #rize #razorpay #feedback
Dhaval Trivedi
Nayan Mishra
https://zillout.com/
Smooth onboarding, seamless incorporation and a wonderful community. Thanks to the #razorpayrize team! #rizeincorporation
Dhaval Trivedi
Basanth Verma
shopeg.in
Exciting news! Incorporation of our company, FoxSell, with Razorpay Rize was extremely smooth and straightforward. We highly recommend them. Thank you Razorpay Rize for making it easy to set up our business in India.
@foxsellapp
#razorpayrize #rizeincorporation
Dhaval Trivedi
Prakhar Shrivastava
foxsell.app
We would recommend Razorpay Rize incorporation services to any founder without a second doubt. The process was beyond efficient and show's razorpay founder's commitment and vision to truly help entrepreneur's and early stage startups to get them incorporated with ease. If you wanna get incorporated, pick them. Thanks for the help Razorpay.

#entrepreneur #tbsmagazine #rize #razorpay #feedback
Dhaval Trivedi
TBS Magazine
Hey, Guys!
We just got incorporated yesterday.
Thanks to Rize team for all the Support.
It was a wonderful experience.
CHEERS 🥂
#entrepreneur #tbsmagazine #rize #razorpay #feedback
Dhaval Trivedi
Nayan Mishra
https://zillout.com/