Choosing a structure
| Structure | Suits | Key points |
|---|---|---|
| Private limited company | Businesses planning to raise equity, hire at scale or build long-term value | Minimum 2 directors and 2 shareholders; statutory audit and annual ROC filings; ESOPs possible |
| One Person Company (OPC) | Single founders who want limited liability | One member with a nominee; lighter compliance than a private company |
| Limited Liability Partnership (LLP) | Professional and family businesses | Minimum 2 designated partners; audit only above thresholds; no dividend distribution concept |
| Partnership or proprietorship | Small businesses starting out | Minimal formation cost; unlimited liability |
Incorporation steps
- Digital signature certificates for proposed directors or partners.
- Name reservation (SPICe+ Part A or RUN-LLP).
- Drafting the memorandum and articles, or LLP agreement.
- SPICe+ filing with AGILE-PRO-S for PAN, TAN, GST (optional), EPFO, ESIC and bank account; or FiLLiP for LLPs.
- Certificate of incorporation, followed by bank account, share subscription and the first board meeting.
First-year compliance for a new company
- INC-20A declaration of commencement of business within 180 days of incorporation, after share capital is received.
- First auditor appointed by the board within 30 days of incorporation.
- Statutory registers, share certificates within the prescribed time, and board meetings as required.
- Registration under the shop and establishment law, professional tax and Udyam, as applicable.
Annual ROC compliance calendar
| Filing | For | When |
|---|---|---|
| AGM | Companies (other than OPC) | Within 6 months of year-end, generally by 30 September |
| ADT-1 | Auditor appointment | Within 15 days of the AGM |
| AOC-4 | Financial statements | Within 30 days of the AGM |
| MGT-7 / MGT-7A | Annual return | Within 60 days of the AGM |
| DPT-3 | Return of deposits and outstanding loans | By 30 June |
| MSME-1 | Dues to micro and small enterprises over 45 days | Half-yearly |
| LLP Form 11 | LLP annual return | By 30 May |
| LLP Form 8 | LLP statement of accounts and solvency | By 30 October |
Late filing attracts additional fees for each day of delay, and prolonged default can lead to director disqualification or strike-off, so it pays to keep the calendar current.
Event-based filings
- Appointment or resignation of directors (DIR-12), change in registered office, and changes in LLP partners.
- Allotment of shares (PAS-3), increase in authorised capital (SH-7) and transfer of shares.
- Creation, modification and satisfaction of charges (CHG-1, CHG-4).
- Significant beneficial ownership declarations.
- Closure through strike-off (STK-2) or LLP closure.
Want this handled for you?
Send your details and get a written scope, timeline and fee before any work starts.