ROC & company law compliance Bengaluru Answered

We incorporated a private limited company in January and have no revenue yet. Which ROC filings are compulsory this year, and what happens if we miss them?

Asked by Meera, Bengaluru 26 Jul 2026 1 answer 2 min read

The question

Two of us incorporated a private limited company in January 2026 for an app we are still building. No revenue, no employees, only the two directors. Our CA friend says there are filings even with nothing happening. Which ones are unavoidable and what do penalties look like?
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1 answer

ERPCA
ERPCA Expert Desk Verified answer

Practising chartered accountants at ERPCA · 26 Jul 2026

In short

Everything below applies even with zero revenue; the Companies Act does not have a dormant-by-default state.

In the first year: INC-20A (declaration of commencement of business) within 180 days of incorporation, after the subscribers pay in their share capital, otherwise the company cannot borrow or start business and can be struck off. Appoint the first auditor by board resolution within 30 days of incorporation and file ADT-1. Both directors need DIN KYC (DIR-3 KYC) every year by 30 September; the late fee is ₹5,000 per director.

Every year: hold the AGM (first one within nine months of the first financial year end, so by 31 December 2026 for a January 2026 company with a 31 March 2026 year end), file AOC-4 with the audited accounts within 30 days of the AGM, and MGT-7A (the small company annual return) within 60 days. Four board meetings a year, or at least one in each half-year for a small company. DPT-3 by 30 June if any loan from a director is outstanding at 31 March. File the income-tax return in ITR-6 by 31 October even with a loss, and the loss can be carried forward only if the return is on time.

Penalties: AOC-4 and MGT-7A attract ₹100 a day each with no upper cap, and three consecutive years of non-filing disqualifies both of you as directors under section 164(2) for five years.

Next step

Put the AGM date, 30 September and 31 October in a shared calendar now. If the build will take more than a year without revenue, ask your CA about applying for dormant status under section 455, which cuts the compliance to one annual return.

General guidance on the facts given, not an engagement. Law as on the date of the answer.

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