Event-Based ROC Compliances: A Comprehensive Guide
Event-based compliances are statutory filings and disclosures that businesses are required to undertake when certain predefined corporate events occur. These compliances ensure that the Registrar of Companies (ROC), Reserve Bank of India (RBI), and other statutory bodies are informed of changes or decisions affecting the entity’s structure, governance, or operations.
Below is a detailed write-up on key event-based ROC compliances applicable across all types of entities, such as Private Limited Companies, One Person Companies (OPCs), Limited Liability Partnerships (LLPs), Subsidiary Companies, Liaison Offices, and Branch Offices.
Commencement of Business
Applicability
Newly incorporated Private Limited Companies and OPCs.
Requirement
Filing Form INC-20A within 180 days of incorporation, declaring the commencement of business and confirming receipt of the subscribed share capital.
Penalty for Non-Compliance
₹50,000 for the company and ₹1,000 per day for directors.
Appointment/Resignation of Auditors
- Applicability: All companies registered under the Companies Act, 2013.
- Compliance Steps:
– Appointment: File Form ADT-1 within 15 days of appointing an auditor.
– Resignation: File Form ADT-3 within 30 days of resignation by the auditor. - Penalty for Non-Compliance: Up to ₹5,000 and ₹500 per day of delay.
Change in Registered Office Address
Within the Same City
File Form INC-22 within 30 days of the board resolution.
Outside City (Within the Same State)
File Form INC-22, along with a board resolution.
Outside State
File Form INC-23 for approval from the Regional Director, followed by INC-22 for ROC update.
Penalty for Non-Compliance
Up to ₹1,000 per day for continued delay.
Changes in Authorized Share Capital
- Requirement: To increase authorized share capital, pass an ordinary resolution and file Form SH-7 within 30 days of the resolution.
- Penalty for Non-Compliance: ₹1,000 per day of delay.
Private Placement of Shares
- Requirement:
– Issue a private placement offer in Form PAS-4 to select investors.
– File Form PAS-3 within 15 days of allotment. - Penalty for Non-Compliance: Fine equal to the amount raised or ₹2 crores, whichever is higher.
Bonus Issue
- Requirement:
– Pass a board resolution for issuing bonus shares.
– File Form PAS-3 for allotment of shares. - Penalty for Non-Compliance: Fine on the company and officers in default, up to ₹1,000 per day of delay.
Rights Issue
- Requirement:
– Offer shares to existing shareholders as per their proportionate holding.
– File Form PAS-3 for allotment within 15 days. - Penalty for Non-Compliance: Penalties for delayed filings.
Transfer of Shares
- Requirement:
– Execute a Share Transfer Deed in Form SH-4 within 60 days of the transfer.
– Update the Register of Members. - Penalty for Non-Compliance: Fine on the company and officers in default.
Board Meeting and General Meeting Resolutions
- Requirement:
– Convene board meetings and pass necessary resolutions.
– Record and maintain minutes of the meetings as per Section 118 of the Companies Act.
– File resolutions with ROC in Form MGT-14 where applicable (special resolutions or resolutions for loans, share capital, etc.). - Penalty for Non-Compliance: Fine up to ₹25,000 on the company and ₹5,000 on officers in default.
Amendment of MOA and AOA
- Requirement:
– Pass a special resolution in a general meeting.
– File Form MGT-14 within 30 days of passing the resolution.
– Obtain ROC approval. - Penalty for Non-Compliance: Fine on the company and officers in default.
Loans to/from Directors
- Requirement:
– File Form MGT-14 for board resolutions passed to approve loans.
– Ensure compliance with Section 185 of the Companies Act for loans to directors. - Penalty for Non-Compliance: Heavy fines ranging from ₹5 lakh to ₹25 lakh and potential imprisonment for directors.
Charge Creation and Modification
- Requirement:
– File Form CHG-1 for creating or modifying charges on company assets within 30 days.
– File Form CHG-4 for satisfaction of charge. - Penalty for Non-Compliance: Fine on the company and officers in default, ranging from ₹1 lakh to ₹10 lakhs.
Closure of Liaison or Branch Offices
- Requirement:
– File closure applications with the RBI and ROC.
– Submit the Final Activity Report and No Objection Certificate (NOC) from the parent company. - Penalty for Non-Compliance: Regulatory restrictions on future operations.
Closure of Liaison or Branch Offices
Event | Pvt Ltd Co | OPC | LLP | Partnership Firm | Subsidiary Co | Liaison Office | Branch Office |
Commencement of Business | INC-20A | INC-20A | N/A | N/A | INC-20A | N/A | N/A |
Auditor Appointment/Resignation | ADT-1, ADT-3 | ADT-1, ADT-3 | N/A | N/A | ADT-1, ADT-3 | N/A | N/A |
Change in Address | INC-22 | INC-22 | LLP Form 15 | Notify Registrar | INC-22 | Notify RBI | Notify RBI |
Allotment of Shares | PAS-3 | N/A | N/A | N/A | PAS-3 | N/A | N/A |
Amendment of MOA/AOA | MGT-14 | MGT-14 | LLP Form 3 | Amend Agreement | MGT-14 | N/A | N/A |
Loans to/from Directors | MGT-14 | MGT-14 | N/A | N/A | MGT-14 | N/A | N/A |
Charge Creation | CHG-1 | N/A | LLP Form 8 | Maintain Records | CHG-1 | N/A | N/A |
Closure of Entity | Notify Authorities | Notify ROC | LLP Form 24 | Notify Registrar | Notify ROC | Notify RBI | Notify RBI |