ROC Compliance Calendar 2025–2026: Important Filing Due Dates for Companies & LLPs

Jul 29, 2025
Private Limited Company vs. Limited Liability Partnerships

Companies and LLPs in India are legally obligated to comply with annual filing requirements under the Companies Act, 2013, and the Limited Liability Partnership Act, 2008. These filings with the Registrar of Companies (ROC) must be completed annually or triggered by specific events. Timely compliance is crucial for companies and LLPs to avoid substantial penalties that can negatively impact business operations and reputation.

Table of Contents

The ROC is a regulatory body under India's Ministry of Corporate Affairs (MCA) responsible for company registration, statutory record maintenance, and ensuring adherence to the Company Act and associated regulations. Non-compliance with ROC filings can result in:

  • Fines and penalties
  • Legal actions against the company and directors
  • Damage to the company's credibility and reputation
  • Difficulties in seeking funding or partnerships

On the other hand, timely compliance demonstrates a commitment to transparency and good governance, which can attract customers, partners, and investors. It also helps avoid heavy penalties and late fees that can strain a company's finances.

ROC Filing Due Date: Detailed Calendar

Here are the key ROC compliance forms and ROC filing due dates for the financial year 2025-2026:

Form Purpose Applicable To Due Date
MSME-1 Reporting outstanding payments to MSMEs > 45 days All specified companies 30.04.2025 (Oct–Mar) 31.10.2025 (Apr–Sep)
NDH-3 Half-yearly return filing for Nidhi companies Nidhi companies 30.04.2025 (Oct–Mar) 30.10.2025 (Apr–Sep)
Form-11 (LLP) Annual return of LLP with business and partner details All registered LLPs 30.05.2025
FC-4 Annual return of foreign company Foreign companies 30.05.2025
NDH-1 Return of statutory compliances Nidhi companies (as applicable) 29.06.2025
DPT-3 Reporting deposits and loans Every company 30.06.2025
PAS-6 Share Capital Audit Report Reconciliation Unlisted public companies 30.05.2025 (Mar) 29.11.2025 (Sep)
FLA Annual return to RBI for FDI/ODI holders Companies with FDI/ODI 15.07.2025
DIR-3 KYC KYC of Directors/DPs All DIN/DPIN holders as on 31.03.2025 30.09.2025
FC-3 Filing annual accounts of foreign company Foreign companies’ branches, liaison, and project offices 31.12.2025
CRA-2 Appointment of Cost Auditor Companies requiring cost audit 30 days from BM or 180 days from 01.04.2025, whichever is earlier
ADT-1 Appointment of Auditor Every company 14.10.2025 (15 days post AGM) 11.10.2025 (OPC)
AOC-4 / XBRL / CFS Filing of annual financial statements Specified companies 29.10.2025 (30 days from AGM) 27.09.2025 (OPC)
MGT-14 Filing resolutions on board report and accounts adoption Limited companies 30 days from board meeting
Demat for Pvt Cos Mandatory demat compliance under amended rules Private companies (excluding small/govt. companies) 30.06.2025
Form-8 (LLP) LLP’s Statement of Account & Solvency Every LLP 30.10.2025
MGT-7 / MGT-7A Annual return with company details MGT-7: All companies MGT-7A: Small Co. / OPC 28.11.2025
CRA-4 Filing of Cost Audit Report Companies under cost audit 30 days from receipt of cost audit report
CSR-2 Reporting on Corporate Social Responsibility contribution Companies required to comply with CSR provisions Due date generally aligns with AOC-4 filing

It's important to note that these ROC filing due dates are tentative and may be revised by the regulatory authority from time to time. Additionally, certain event-based compliances are also applicable in addition to these basic annual compliance obligations. It's crucial to keep track of the applicable due dates for each form to ensure timely compliance and avoid penalties.

Frequently Asked Questions

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Limited Liability Partnership
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  • Professional services 
  • Firms seeking any capital contribution from Partners
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Private Limited Company
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  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
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  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
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  • 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 the due date for ROC filing?

The due dates for ROC filing vary depending on the specific form and the company's financial year-end. Key due dates include:

  • Form-11 (LLP): Within 60 days from the end of the Financial Year
  • DPT-3: On or before 30th June
  • DIR-3 KYC: 30th September
  • AOC-4: Within 30 days of AGM conclusion
  • MGT-7: Within 60 days from AGM conclusion

Refer to the detailed list of forms and due dates in the article for more information.

How to check ROC compliance status?

You can check your company's ROC compliance status by following these steps:

  1. Visit the Ministry of Corporate Affairs (MCA) website: www.mca.gov.in
  2. Click on the "MCA Services" tab and select "View Company/LLP Master Data"
  3. Enter your Company Identification Number (CIN) or Limited Liability Partnership Identification Number (LLPIN) and captcha code

Click on "Submit" to view your company's master data, which includes the compliance status for various filings

What are the ROC compliances?

ROC compliances refer to the mandatory filings and disclosures that companies and LLPs must make with the Registrar of Companies (ROC) as per the Companies Act, 2013, and the Limited Liability Partnership Act, 2008. These include:

  • Annual filings such as AOC-4 (Financial Statements), MGT-7 (Annual Return), and Form-11 (Annual Return for LLPs)
  • Event-based filings such as PAS-6 (Share Capital Audit Report Reconciliation), ADT-1 (Appointment of Auditor), and MGT-14 (Filing of Resolutions)
  • KYC filings such as DIR-3 KYC for directors and designated partners
  • Other filings like DPT-3 (Return of Deposit), MSME-1 (Outstanding Payments to MSMEs), and CSR-2 (Corporate Social Responsibility Contribution)

How to do ROC form filing?

To file ROC forms, follow these general steps:

  1. Obtain a Digital Signature Certificate (DSC) for the authorised signatory
  2. Register on the MCA portal (www.mca.gov.in) using the DSC
  3. Select the appropriate e-Form from the MCA portal
  4. Fill in the required details and attach necessary documents
  5. Pay the applicable filing fees online
  6. Digitally sign the e-Form using the DSC
  7. Submit the e-Form on the MCA portal

Note that the specific process may vary slightly depending on the form being filed. It's advisable to consult a professional or refer to the MCA's detailed instructions for each form.

Are the forms that need to be filed with ROC monthly or yearly?

Most ROC forms are filed annually or based on specific events, rather than monthly. Some key annual filings include:

  • AOC-4 (Financial Statements)
  • MGT-7 (Annual Return)
  • Form-11 for LLPs (Annual Return)
  • DIR-3 KYC for directors and designated partners

However, certain forms like MSME-1 (Outstanding Payments to MSMEs) and PAS-6 (Share Capital Audit Report Reconciliation) are filed half-yearly. Event-based filings such as ADT-1 (Appointment of Auditor) and MGT-14 (Filing of Resolutions) are submitted as and when the relevant events occur.

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Director in a Private Limited Company: Meaning, Roles, and Types

Director in a Private Limited Company: Meaning, Roles, and Types

A director in a private limited company plays a crucial role in steering the business towards success while ensuring it operates within legal and ethical boundaries. They’re not just figureheads—they are the driving force behind the company’s growth and stability. In India, the role of private limited company directors is both powerful and essential. 

Beyond just compliance, directors also inspire and lead the team. They set the tone for the company's culture and vision, fostering an environment where employees feel motivated and valued. Their decisions can drive innovation, enhance productivity and ultimately lead to the company's success.

Table of Contents

Meaning of Director in Private Limited Company

In a private limited company, a director is an individual appointed to the board of directors, responsible for managing the company's affairs. Directors act on behalf of the company, making high-level decisions to steer the company toward its goals.  For example, appointing key executives, such as a CEO or CFO or approving budgets to support growth initiatives.

Be it any type of company, their role includes overseeing corporate strategies, managing financial risks and ensuring compliance with relevant laws. 

Directors are entrusted with fiduciary duties and expected to act in the company's best interest, as well as that of shareholders and stakeholders. They are key decision-makers and hold significant power in shaping the company's direction, whether in operations, business expansions or financial management.

In short, directors form the backbone of a company’s governance structure and are accountable for its overall performance.

Becoming Director in a Private Limited Company

To become a director in a private limited company, follow these steps:

Step 1. Obtain a Director Identification Number (DIN):

  • Apply for a unique DIN via the Ministry of Corporate Affairs (MCA) portal.
  • This is a mandatory requirement for anyone seeking an appointment as a director.

Step 2. Prepare Necessary Documents:

  • Gather proof of identity (such as a PAN card) and address (such as an Aadhaar card or utility bill).
  • Ensure all documents are valid and up-to-date for smooth processing.

Step 3. Submit Documents During Incorporation:

  • Provide the required documents as part of the company incorporation or appointment process.

Step 4. Appointment by Shareholders:

  • The company's shareholders formally appoint the director during a board meeting.
  • Ensure the appointment is in compliance with the company's Articles of Association.

Step 5. Register Appointment with Registrar of Companies (RoC):

  • The appointment must be officially registered with the RoC to complete the process.

Step 6. Understand Director Responsibilities:

  • Recognise that being a director comes with significant legal, financial, and operational responsibilities.

Private Limited Company Directors Responsibilities

A director in pvt ltd company fulfils various duties and responsibilities that ensure the company’s smooth operation and compliance with laws. Here are some company director duties:

  • Act within Powers

Directors must act within the authority of the company's Memorandum and Articles of Association, ensuring all actions are legal and authorised.

Example: A director of a manufacturing firm must seek board approval before signing a contract for a new supplier, as stipulated in the company’s Articles of Association.

  • To Promote the Welfare of the Company

Directors must always prioritise the company’s success, avoiding decisions that might harm its operations or financial standing.

Example: A director of a retail chain may opt to delay expansion plans during an economic downturn to ensure the company’s financial stability.

  • Exercise Personal Discretion

Directors are expected to use their judgment and discretion in decision-making, ensuring they make independent choices that align with the company’s interests.

Example: A director in a tech startup may choose to invest in a high-potential but risky innovation project after independently analysing market trends, even if other board members are hesitant.

  • Avoid Conflict of Interest

Directors must avoid situations where their personal interests conflict with the interests of the company, such as taking part in business transactions that may benefit them personally.

Example: A director owning shares in a vendor company must disclose this relationship and recuse themselves from decisions involving contracts with that vendor.

  • Make Independent Decisions

As a director, it’s crucial to maintain the ability to make independent decisions that are in the best interest of the company’s growth and long-term success. 

Example: A director may support a merger proposal after conducting an unbiased evaluation of the deal’s benefits, even if opposed by some stakeholders.

  • Crisis Management

During challenging times, directors must manage crises effectively, keeping the company’s long-term goals in mind and navigating risks judiciously.

Example: A director in a logistics company might quickly implement contingency plans during a supply chain disruption, ensuring customer commitments are met while minimizing losses.

The role of a director in a company is a balance of leadership, responsibility and ethics. Every decision you make impacts the company, and you must ensure that the company thrives and adheres to the law.

Types of Directors in Company Law

Private limited companies can have different types of company directors, each with specific roles and responsibilities. Major types of directors in a private limited company include:

  • Managing Director(MD)

The Managing Director (MD) is the highest ranking director responsible for overseeing the company’s daily operations and ensuring its goals and strategies are successfully carried out.

As the MD, this director holds significant decision-making authority and is responsible for setting organisational policies, managing resources and leading the team. They work closely with the board to align the company’s strategic initiatives with long-term objectives. 

The MD bridges the board and the company's operational team, driving performance and growth.

  • Whole-Time Director

A Whole-Time Director is a full-time employee dedicated to specific operational responsibilities within the organisation. Unlike non-executive directors, they are involved in the company's daily operations, overseeing areas such as finance, HR or marketing. 

Their role is to ensure smooth operational performance and to support the MD and board by managing specific functions and executing company policies. Whole-Time Directors are vital in implementing the board’s strategic decisions on a day-to-day basis.

  • Ordinary Director

An Ordinary Director is a member of a company’s board of directors, serving in a non-executive capacity. Their primary role is to attend board meetings, contribute to discussions, and participate in decision-making processes that shape the company's strategy and policies. 

Unlike executive directors or managing directors, Ordinary Directors are not involved in the day-to-day management or operations of the business.

  • Nominee Director

A Nominee Director is appointed to represent the interests of a particular stakeholder, often an investor or a lending institution. They serve on the board to ensure that the appointing party’s interests and concerns are considered in key company decisions. 

Nominee Directors may be particularly common in joint ventures or companies with external funding. Their responsibility is to maintain a balanced perspective in the boardroom, ensuring the investor or stakeholder’s views are addressed without compromising the company's broader interests.

  • Alternate Director

An Alternate Director is appointed temporarily to act in place of an absent director, usually one who is based abroad or unavailable for a period. The Alternate Director has the same powers and responsibilities as the original director and participates in board meetings and decision-making. 

This role ensures continuity in governance, allowing the company to maintain full functionality even when a permanent director is unavailable.

  • Professional Director

A Professional Director is an individual appointed to a company’s board based on their expertise, skills, and experience rather than their relationship with the company’s founders or shareholders. 

Typically, these directors bring specialised knowledge in areas such as finance, law, operations, marketing, or industry-specific expertise that adds value to the board’s decision-making process.

All the types of directors in a company bring specific expertise and focus, helping ensure a well-rounded leadership team.

Number of Directors in Private Limited Company

The number of directors in private limited company depends on the scale and needs of the business. The minimum directors in the private limited company can be 2. However, the maximum number of directors in a private company is 15. A smaller company may only need two or three directors.

It is important to balance the number of directors, as having too few can limit the diversity of opinions and skills, while too many can create inefficiencies in decision-making. 

When determining the optimal number of directors for a company, consider the following factors:

  • Company Size and Complexity

Larger or more complex companies benefit from more directors handling diverse functions and providing specialised knowledge in finance, operations and marketing.

  • Industry Requirements

Certain industries, especially those highly regulated (e.g., finance, healthcare), may require directors with specific expertise or certifications, potentially increasing the ideal board size.

  • Diversity of Skills and Perspectives

A well-rounded board should include directors with diverse skills, professional backgrounds and viewpoints, enhancing decision-making and innovation.

  • Corporate Governance Standards

For better governance and accountability, adding more independent or non-executive directors can help provide objective oversight and mitigate conflicts of interest.

  • Decision-Making Efficiency

Smaller boards may lead to quicker decision-making, while larger boards can become cumbersome; balance is key for smooth and effective operations.

  • Legal and Compliance Requirements 

Local law often sets minimum and maximum limits on the number of directors, so companies must adhere to these regulatory standards.

  • Cost Implications

Increasing the number of directors adds to costs (e.g., compensation, meeting expenses), so financial resources must be considered when expanding the board.

  • Growth Stage

Early-stage companies may need fewer directors, focusing on core founders, while scaling companies benefit from additional directors with strategic and operational experience.

So, the ideal number of directors depends on the company’s size, the industry and the areas of expertise required.

Company Director Residency Requirement

In India, one of the key legal director requirements for establishing a private limited company is that at least one director must be a resident of India. Under the Companies Act, a resident director is defined as someone who has spent at least 182 days in India during the preceding calendar year. 

This company director residency requirement serves multiple purposes:

  • To ensure local governance and effective leadership
  • As a safeguard against companies that may be established with little or no physical presence in the country, helping the government ensure that companies are genuinely rooted in the local economy. 
  • To enhance accountability and align the company’s operations with India’s regulatory framework, benefiting both the company and its stakeholders.

Conclusion

Directors in private limited companies play a critical role in steering the organisation toward growth and ensuring legal compliance. With increasing complexities in business operations, the responsibilities of directors are more significant than ever. 

As businesses grow and face new challenges, the role of directors will evolve, but one thing will remain constant: the need for both responsible and visionary leadership. Directors must continue to adapt, making informed decisions to lead their companies into the future.

FAQs on Directors in a Private Limited Company

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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

Can a person be a director in more than one company?

In India, under the Companies Act of 2013, a person can serve as a director in a maximum of 20 companies at once. However, there are limits within this cap—only 10 of these can be public companies. This rule aims to ensure that directors can effectively fulfil their responsibilities without being stretched too thin across multiple organisations.

Can a director be appointed without a DIN (Director Identification Number)?

No, a director in India cannot be appointed without a DIN. A DIN is mandatory under the Companies Act of 2013, as it uniquely identifies each director and is required for their appointment in any company. The DIN application is submitted to the Ministry of Corporate Affairs, and once obtained, it is used for all directorships and filings.

How does a director influence a company's culture?

A director plays a significant role in shaping a company’s culture by setting ethical standards, defining organisational values and leading by example. Directors influence company culture through the policies they approve, the leadership tone they set and their interactions with executives and employees. 

By encouraging open communication, promoting transparency and supporting employee development, directors can positively impact morale and align the company’s culture with its strategic goals.

Are company directors involved in day-to-day operations?

Generally, directors are not involved in a company's day-to-day operations; their role is more strategic and supervisory. They focus on high-level governance, setting long-term goals and ensuring that the company's management team is performing well. 

However, in smaller companies or startups, directors might take a more hands-on approach, becoming more involved in daily tasks and decisions due to limited resources or a smaller team.

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.

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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

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

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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.

Do You Need a CA to Register a Company in India?

Do You Need a CA to Register a Company in India?

Starting a company in India is an exciting journey, but it comes with a maze of legal and financial formalities. One common question entrepreneurs often ask is: Do I need a Chartered Accountant (CA) to register my company? The short answer is- not necessarily. However, understanding when and why to involve a CA can save you time, money, and compliance headaches down the road.

Let’s break down the role of a CA in company registration and explore whether you need one for your business setup.

Table of Contents

Is CA Required for Company Registration?

Technically, a chartered accountant is not mandatory to register a company in India. The Ministry of Corporate Affairs (MCA) provides an online portal that allows founders to complete the registration process on their own.

However, company registration involves more than just filing forms- it requires compliance with various legal and financial requirements. While you can handle these steps yourself, professional guidance from a CA can ensure accuracy and avoid costly mistakes.

Who is a CA (Chartered Accountant)?

A Chartered Accountant (CA) is a certified finance expert trained in areas such as accounting, taxation, auditing, and corporate laws. They help businesses navigate complex financial landscapes and comply with statutory norms.

Beyond technical know-how, CAs translate rules into business action. They design accounting systems and controls, prepare accurate financial statements, interpret tax laws (income tax, GST, transfer pricing and international tax issues), and conduct statutory and internal audits to reduce risk. They also support compliance tasks such as preparing ROC filings, tax returns, GST returns, and maintaining books in line with applicable standards.

For startups and MSMEs, they often act as a de facto finance team, building financial models for fundraising, advising on the optimal business structure, preparing due diligence packs for investors, or structuring transactions to be tax-efficient and legally sound.

Why Hire a CA While Setting Up a Company?

Hiring a CA during your company’s setup offers end-to-end support, including:

  • Selecting the right company type (Private Ltd, LLP, Sole Proprietorship, etc.) based on your goals and tax implications

  • Handling registrations like PAN, TAN, GST, and Certificate of Incorporation (COI)

  • Drafting key documents such as the Memorandum of Association (MOA) and Articles of Association (AOA)

  • Ensuring tax compliance right from the start

  • Setting up your accounting system tailored to your business

  • Preparing financial statements and projections that appeal to investors and lenders

In short, a CA simplifies the entire process and helps lay a solid foundation for your business growth.

The Legal Requirements for Company Registration

Under the Companies Act, 2013, company registration involves the following key legal steps:

  • Selecting your business structure

  • Obtaining a Digital Signature Certificate (DSC) for directors

  • Filing the SPICe+ (Simplified Proforma for Incorporating Company electronically Plus) form with the MCA

  • Preparing and submitting the Memorandum of Association (MOA) and Articles of Association (AOA)

  • Applying for Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) for tax purposes

While none of these steps legally require a CA, professional guidance can help avoid errors, delays, or non-compliance issues that could cost you in penalties or missed opportunities.

Benefits of Hiring a CA for Company Registration

  • Expert handling of complex regulatory and tax matters
  • Reduced chances of filing errors and rejections
  • Better financial and tax planning from day one
  • Time savings and peace of mind

That said, if you decide not to hire a CA, you can always use online platforms that provide comprehensive company registration services, guiding you through each step seamlessly and at competitive prices.

When is a CA Essential for Company Registration?

While not mandatory, involving a CA becomes essential in specific situations such as:

  • Registering complex entities like Limited Liability Partnerships (LLPs) registration, sole proprietorship registration companies with foreign directors
  • Preparing detailed financial projections and business plans for funding
  • Ensuring strict tax and GST compliance, especially if your business deals with multiple states or international transactions
  • Handling annual compliances post-registration, including audits and tax filings

In such cases, a CA’s expertise is crucial to keep your business compliant and financially sound.

Can You Register a Company Without a CA?

Absolutely! Company registration is possible without a CA, especially through the MCA’s online portal designed for entrepreneurs to file their incorporation documents directly. The process has been simplified over the years, making it more accessible than ever.

However, registering without professional help means you need to be very thorough with legal and financial nuances. Using an online platform that manages the end-to-end registration process can be a smart alternative- these platforms often offer packages that include form filing, document drafting, and government liaison, all without the higher fees of a traditional CA.

Frequently Asked Questions (FAQs)

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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

Do freelancers need to register a company in India?

No, freelancers in India do not need to register a company to work legally. You can operate as an individual under your own name using your PAN card and file your income tax returns as a self-employed professional.

What does a CA do for a company?

A Chartered Accountant (CA) provides end-to-end financial and compliance services for a company, including:

  • Choosing the right business structure during setup
  • Company incorporation and registrations (PAN, TAN, GST, etc.)
  • Bookkeeping and accounting as per legal standards
  • Tax planning and filing (Income Tax, GST)
  • Statutory audits and financial reporting
  • Advising on cost control, cash flow, and budgets
  • Assisting in fundraising by preparing investor-ready financials
  • Ensuring compliance with corporate laws under the Companies Act, 2013

In short, a CA ensures that your business remains financially healthy, compliant, and investor-ready.

Which CA is highly paid?

The highest-paid Chartered Accountants in India are usually those who:

  • Work in big consulting firms (like the Big 4- Deloitte, PwC, EY, KPMG) in senior positions
  • Serve as Chief Financial Officers (CFOs) or Finance Heads in large corporations
  • Specialise in niche, high-demand areas such as:
    • International taxation
    • Mergers & acquisitions (M&A) advisory
    • Forensic auditing
    • Risk and compliance management for large banks and multinationals

Build a strong independent practice serving high-net-worth individuals, big corporations, or startups in funding and IPO stages

Mukesh Goyal

Mukesh Goyal is a startup enthusiast and problem-solver, currently leading the Rize Company Registration Charter at Razorpay, where he’s helping simplify the way early-stage founders start and scale their businesses. With a deep understanding of the regulatory and operational hurdles that startups face, Mukesh is at the forefront of building founder-first experiences within India’s growing startup ecosystem.

An alumnus of FMS Delhi, Mukesh cracked CAT 2016 with a perfect 100 percentile- a milestone that opened new doors and laid the foundation for a career rooted in impact, scale, and community.

Read more

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shopeg.in
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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.

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Dhaval Trivedi
TBS Magazine
Hey, Guys!
We just got incorporated yesterday.
Thanks to Rize team for all the Support.
It was a wonderful experience.
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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/