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An Overview of MCA Compliance for Companies and Limited Liability Partnerships

The Ministry of Corporate Affairs (MCA) oversees and regulates the functioning of companies and limited liability partnerships (LLPs) in India. After incorporation, companies and LLPs must adhere to various annual filings and event-based compliances as mandated by the MCA. These compliance requirements are mandatory, and any company registered under the Companies Act, 2013 or LLP registered under the Limited Liability Partnership Act, 2008 must fulfill them to avoid heavy penalties.

It is crucial for all entities governed by the MCA to stay informed about the MCA regulations, ensure compliance with annual, half-yearly, and event-based filings, and submit all required forms before the due dates. This helps avoid unnecessary late fees and penalties for non-compliance. Ensuring that your company or LLP remains MCA compliant can be a challenging task, especially for those who are not familiar with MCA rules and regulations. Therefore, seeking professional assistance for completing compliance tasks and filing necessary forms on time is highly recommended.

MCA Compliance for Companies

All Private Limited Companies, Public Companies, One-Person Companies, and Section 8 Companies are required to comply with the regulations set by the Ministry of Corporate Affairs (MCA). Below are some of the key compliance requirements for companies:

  1. Form INC 20A
    This form must be filed by companies incorporated after November 2, 2018, to notify the Registrar of Companies (ROC) about the commencement of the business. It must be filed only once, within 180 days from the date of incorporation.

  2. MSME Form 1
    This form is required for companies that have received supplies from MSMEs (Micro, Small, and Medium Enterprises) and have outstanding payments due to these vendors for more than 45 days. The form is filed for half-yearly returns with the Registrar.

  3. Form DIR-3 KYC
    In accordance with Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014, directors with a Director Identification Number (DIN) must file Form DIR-3 KYC annually. Directors who have previously filed can complete their KYC through MCA’s web-based service using OTP verification on their registered mobile number and email ID.

  4. Form DIR-12
    Any appointment, cessation, or regularization of directors must be reported to the MCA via Form DIR-12 within 30 days of the Annual General Meeting (AGM).

  5. Form ADT-1
    All companies must file this form to inform the ROC about the appointment of an auditor within 15 days of the AGM, in compliance with Section 139 of the Companies Act, 2013.

  6. Form AOC-4
    This form must be filed to submit the company's annual financial statements to the ROC within 30 days of the AGM. For one-person companies, this must be filed within 180 days of the fiscal year-end.

  7. Form MGT-7 and MGT-7A
    These forms are filed to provide annual accounts and details of the company. Form MGT-7 should be filed within 60 days of the AGM.

  8. Form MGT-14
    This form is used to file details of resolutions passed in meetings, including resolutions related to annual accounts and board reports. Form MGT-14 must be filed within 30 days of the resolution being passed.

  9. Form BEN-1
    This form is to be filed by companies to report any declarations made by significant beneficial owners, as mandated by the Companies (Significant Beneficial Owners) Amendment Rules, 2019. It must be filed within 30 days of the beneficial owner acquiring their status or any changes in ownership.

  10. Form BEN-2
    The reporting company must file Form BEN-2 with the ROC within 30 days after receiving Form BEN-1.

  11. Form DPT-3
    As per Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014, all companies (except government companies) must file this form annually by June 30 to provide details of deposits or transactions involving loans that are not classified as deposits.

  12. Form PAS-6
    This form must be filed by unlisted public companies for the reconciliation of share capital audit report, within 60 days of the end of each half-year.

  13. Form MGT-4
    This form is filed to report declarations made by individuals who are registered owners of shares but have no beneficial interest in them. Such declarations must be made within 30 days of their name being entered in the company’s register of members.

  14. Form MGT-5
    This form is used for declarations made by individuals who have a beneficial interest in shares but whose names are not on the company's member register. The declaration must be made within 30 days of acquiring such interest.

  15. Form MGT-6
    This form must be filed by the reporting company with the ROC as a return of declarations made in Forms MGT-4 and MGT-5. It must be submitted within 30 days of receiving these forms.

  16. Form MGT-14
    This form is filed for special resolutions passed at AGMs, as mandated by Section 117 and Section 179 of the Companies Act, 2013. It must be filed within 30 days of the AGM.

  17. Form MR-1
    Public companies must file this form to report appointments or reappointments of directors, managers, and whole-time directors, within 60 days of such appointments, as per Section 196(4) of the Companies Act, 2013.

  18. Form CRA-2
    Companies subject to cost audits must file this form to inform the ROC of the appointment of cost auditors within 180 days from the start of the fiscal year or within 30 days of the appointment.

  19. Form CRA-4
    This form must be filed by companies subject to cost audits after receiving the cost audit report from the auditor. It must be submitted to the Central Government within 30 days of receiving the report.

Each of these forms has its specific due date, and non-compliance can lead to penalties and legal consequences. Therefore, it is crucial for companies to adhere to these requirements and maintain proper documentation.

CA Compliance for LLPs

LLPs (Limited Liability Partnerships) are required to adhere to various compliance obligations as set by the Ministry of Corporate Affairs (MCA). Below are some of the key compliance requirements for LLPs:

  1. Form 8
    This form must be filed with the Registrar of Companies (ROC) by two designated partners of the LLP within 30 days from the end of the financial year. LLPs must prepare their accounts and finalize them before March 31 each year.

  2. Form 11
    Form 11 is an annual filing that must include details of the LLP's partners and the business conducted by the LLP. Every LLP that is duly registered must submit this form within 60 days after the end of the financial year.

  3. Form DIR-3 KYC
    Designated partners of an LLP are required to file Form DIR-3 KYC annually, as per Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014. Partners who have already filed this form in the previous fiscal year can complete their KYC through the MCA’s web-based KYC service, which involves a verification process using OTPs sent to their registered mobile numbers and email addresses.

Ensuring timely and accurate filing of these forms is essential to avoid penalties and maintain compliance with the MCA regulations.

Event-Based Compliance for Companies and LLPs

Certain compliance requirements must be adhered to by companies and LLPs whenever specific events occur. Below are some key event-based compliance obligations:

  1. Change in Directors
    Form DIR-12
    Any change in the board of directors, including appointment, cessation, or regularization of directors, must be reported to the Ministry of Corporate Affairs (MCA) as per Section 170(2) of the Companies Act, 2013. This form must be filed within 30 days following the annual general meeting.

  2. Change in Company Objectives
    Form MGT-14
    If the objectives of the company change, the resolutions passed to reflect these changes must be filed with the Registrar of Companies (ROC) under Form MGT-14.

  3. Alteration in Capital Structure
    Form SH-7
    Any alteration in the company's capital structure requires filing of Form SH-7 with the ROC.

  4. Securities Allotment
    Form PAS-3
    This form must be filed whenever securities are allotted by the company.

  5. Change in Registered Office
    Form INC-22
    If there is a change in the company’s registered office, Form INC-22 must be filed with the ROC.

  6. Change in LLP Deed
    Form LLP-3
    Any modification to the LLP deed requires filing Form LLP-3 with the Registrar of Companies.

  7. Change in Partners of LLP
    Form LLP-4
    When there is a change in the partners of an LLP, Form LLP-4 must be filed.

  8. Change in Registered Office Address of LLP
    Form LLP-15
    Any change in the registered office address of an LLP must be reported using Form LLP-15.

It is crucial for owners of companies and LLPs to ensure their business entity remains compliant with MCA regulations. Failing to do so could result in substantial penalties. Swarit Advisors offers expert services to help companies and LLPs navigate the complexities of compliance, ensuring timely filing of necessary forms and verifying adherence to MCA requirements. Engaging professionals like Swarit Advisors is advisable to ensure your business meets all legal and regulatory obligations.