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Company Law & ROC Compliance

The compliance calendar and every corporate action — shares, dividends, charges, closure.

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The Private Limited Company Compliance Calendar 2026: Every ROC Filing and Due Date (India)

Incorporation is the start of compliance, not the end. The complete annual ROC and Companies Act calendar for a Private Limited company — INC-20A, DPT-3, DIR-3 KYC, AOC-4, MGT-7, MSME-1, board meetings and the first-year filings — laid out by when each one is actually due, and what it costs to miss them.

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Registering a Charge: The 30-Day Filing Your Secured Loan Triggers (Form CHG-1, India 2026)
Company LawCharge Registration
3 July 20268 min read

Registering a Charge: The 30-Day Filing Your Secured Loan Triggers (Form CHG-1, India 2026)

The day a company takes a secured loan it creates a charge — and a 30-day clock starts at the Registrar that most founders never hear about. Form CHG-1 and the Section 77 duty to register, the expensive day-31-to-120 windows if you are late, why an unregistered charge is ignored by a liquidator, and the Form CHG-4 satisfaction filing everyone forgets when the loan is finally repaid.

CA Rahul DangFounder & Practice Lead
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Moving Your Company's Registered Office: The Four Filings, One Per Distance (INC-22 / INC-23, India 2026)
Company LawRegistered Office
3 July 20268 min read

Moving Your Company's Registered Office: The Four Filings, One Per Distance (INC-22 / INC-23, India 2026)

The address on your incorporation certificate is a legal fact, and changing it triggers a filing whose difficulty depends on how far you move. The four rings — a board resolution and INC-22 within the same city; a special resolution for a move within the same Registrar; Regional Director approval in INC-23 to cross from Mumbai's ROC to Pune's; and the full Section 13 memorandum alteration, INC-26 advertisement and INC-28 order to shift states.

CA Rahul DangFounder & Practice Lead
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Who Really Owns Your Company? The SBO Declaration Layered Ownership Triggers (Form BEN-2, India 2026)
Company LawSignificant Beneficial Owner
3 July 20269 min read

Who Really Owns Your Company? The SBO Declaration Layered Ownership Triggers (Form BEN-2, India 2026)

Not whose name is on the share register — the actual individual who ultimately controls the company, even through a holding company, LLP or trust. Since 2018 that is a compliance obligation under Section 90. Who counts as a significant beneficial owner, why the word 'indirectly' carries all the weight, the BEN-1 to BEN-4 forms, the proactive duty on the company itself, and the NCLT power to freeze the shares of an owner who will not declare.

CA Rahul DangFounder & Practice Lead
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Changing Your Company's Name: The RUN, the Resolution and the Fresh Certificate (Form INC-24, India 2026)
Company LawName Change
3 July 20268 min read

Changing Your Company's Name: The RUN, the Resolution and the Fresh Certificate (Form INC-24, India 2026)

The name is a clause in the company's constitution, so changing it runs through the Registrar, a shareholder vote and a fresh certificate of incorporation — not just a new logo. The Section 13 alteration, the Rule 29 default that silently blocks a name change before you start, the RUN name reservation, the special resolution and MGT-14, the Form INC-24 approval, and the Form INC-25 fresh certificate that makes it effective.

CA Rahul DangFounder & Practice Lead
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Increasing Your Company's Authorised Capital: The Ceiling You Must Raise Before You Issue Shares (Form SH-7, India 2026)
Company LawAuthorised Capital
3 July 20267 min read

Increasing Your Company's Authorised Capital: The Ceiling You Must Raise Before You Issue Shares (Form SH-7, India 2026)

Most companies incorporate with a small authorised capital and never revisit it — until a funding round hits the ceiling and no new share can be issued until it is raised. The Section 61 ordinary resolution, why the articles must permit it first, the Form SH-7 filing within 30 days, the one form (MGT-14) that is not required, the stamp duty that scales with the increase, and why raising the ceiling still does not issue a single share.

CA Rahul DangFounder & Practice Lead
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Can Your Company Lend Money to You? Loans to Directors and Group Companies (Sections 185 & 186, India 2026)
Company LawLoan to Directors
3 July 20269 min read

Can Your Company Lend Money to You? Loans to Directors and Group Companies (Sections 185 & 186, India 2026)

The most common thing founders get wrong about a private limited company: the cash in the company account is not yours to lend to yourself. Section 185 is a flat prohibition on lending to directors, their relatives and their firms; Section 185(2) opens a conditional door for a company you are interested in; and Section 186 caps how much your company can lend to or invest in other companies. The 60%/100% ceiling, the special resolutions, the Government-security interest rate, and the jail-exposure penalty.

CA Rahul DangFounder & Practice Lead
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Paying Rent to a Director, Buying from a Group Firm: The Related Party Transaction Rules (Section 188, India 2026)
Company LawRelated Party Transactions
3 July 20269 min read

Paying Rent to a Director, Buying from a Group Firm: The Related Party Transaction Rules (Section 188, India 2026)

You rent office space from a director, buy material from a co-founder's firm, or pay a relative for services — all normal, all related party transactions. Section 188 decides which need a board resolution, which need a shareholder vote, and which are exempt as ordinary-course-and-arm's-length. The seven categories, the arm's-length relief that covers most day-to-day deals, the Rule 15(3) 10%-of-turnover thresholds, the member who cannot vote (and the private-company exemption), and why an unapproved deal is voidable.

CA Rahul DangFounder & Practice Lead
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Board Meetings, the AGM, Minutes and Registers: The Governance Rhythm Every Private Limited Company Must Keep (India 2026)
Company LawBoard Meeting
3 July 20269 min read

Board Meetings, the AGM, Minutes and Registers: The Governance Rhythm Every Private Limited Company Must Keep (India 2026)

A company can file every form on time and still be non-compliant. Underneath the filings sits a year-round rhythm: the board must meet, the shareholders must hold the AGM, someone must write the minutes, and the company must keep its registers. The Section 173 board cadence (four a year, 120-day gap; one-per-half for start-ups), the Section 96 AGM windows (nine months for the first, six thereafter), the Section 118 minutes and mandatory Secretarial Standards, and the Section 88 register of members — the machinery that makes every resolution valid.

CA Rahul DangFounder & Practice Lead
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Appointing Your Company's First Auditor: The 30-Day Deadline and Form ADT-1 (India 2026)
Company LawAuditor Appointment
3 July 20268 min read

Appointing Your Company's First Auditor: The 30-Day Deadline and Form ADT-1 (India 2026)

A new Private Limited company's first statutory deadline lands within thirty days of incorporation — appointing its first auditor under Section 139(6). The thirty-day board appointment, the Form ADT-1 that used to be skipped for the first auditor and, since 14 July 2025, no longer can be, the five-year appointment at the first AGM, casual vacancies, and the Section 147 penalty for getting it wrong.

CA Rahul DangFounder & Practice Lead
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Changing Your Company's Auditor: Resignation, Removal and the Forms Each One Needs (India 2026)
Company LawAuditor
4 July 20269 min read

Changing Your Company's Auditor: Resignation, Removal and the Forms Each One Needs (India 2026)

A statutory auditor is appointed for five years, so you cannot swap one out on a whim. The four ways an auditor actually leaves — resignation (Form ADT-3 within 30 days), the casual vacancy it creates under Section 139(8), a mid-term removal that needs a special resolution plus Central Government approval on Form ADT-2, and simply not re-appointing them at the AGM with special notice under Section 140(4) — and exactly what you file each time.

CA Rahul DangFounder & Practice Lead
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Altering Your MOA and AOA: Changing the Objects Clause and Articles with Form MGT-14 (India 2026)
Company LawMOA
4 July 202610 min read

Altering Your MOA and AOA: Changing the Objects Clause and Articles with Form MGT-14 (India 2026)

A company can only do what its Memorandum permits and must govern itself the way its Articles say — so adding a new business activity or rewriting an internal rule means formally altering the founding documents. Changing the objects clause (Section 13, effective only on the Registrar's registration), altering the Articles (Section 14, including private-to-public conversion), the entrenchment safeguard under Section 5, and the Form MGT-14 filing within 30 days that ties nearly all of it together.

CA Rahul DangFounder & Practice Lead
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Issuing New Shares in Your Private Limited Company: Rights Issue, Preferential Allotment and the PAS-3 Return (India 2026)
Company LawShare Allotment
3 July 20269 min read

Issuing New Shares in Your Private Limited Company: Rights Issue, Preferential Allotment and the PAS-3 Return (India 2026)

Bringing in an investor or new capital means issuing shares — and that runs through a defined procedure, not a spreadsheet entry. Checking authorised-capital headroom (Section 61, Form SH-7), the three Section 62 routes (rights issue, ESOP, preferential allotment), the private-placement machinery under Section 42 (PAS-4 offer, the 200-person limit, the 60-day allotment clock), and the Form PAS-3 return that must be filed before the money can be used.

CA Rahul DangFounder & Practice Lead
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Transfer and Transmission of Shares in a Private Limited Company: Form SH-4, the Stamp Duty Split, Death and Transmission, and the Section 58 Refusal (India 2026)
Company LawShare Transfer
4 July 202612 min read

Transfer and Transmission of Shares in a Private Limited Company: Form SH-4, the Stamp Duty Split, Death and Transmission, and the Section 58 Refusal (India 2026)

You can't just sell your private-company shares to whoever you like — the Articles restrict it, and moving shares runs on a specific form, a stamp duty most people get wrong, and a Companies Act deadline. How share transfer works via Form SH-4 under Section 56, the physical (0.25%) versus demat (0.015%) stamp duty split, the Section 2(68) right of first refusal, what transmission on death actually needs (no SH-4, no stamp duty), and the Section 58 appeal to the NCLT when a company refuses to register.

CA Rahul DangFounder & Practice Lead
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Declaring a Dividend in a Private Limited Company: Section 123, the Free-Reserve Rule, Interim vs Final, TDS After DDT, and the Unpaid-Dividend Trap (India 2026)
Company LawDividend
8 July 202611 min read

Declaring a Dividend in a Private Limited Company: Section 123, the Free-Reserve Rule, Interim vs Final, TDS After DDT, and the Unpaid-Dividend Trap (India 2026)

Your company made a profit and you want to take some home. Don't just transfer the money — that's a director's loan or a tax problem. The clean route is a dividend, and it runs on its own rulebook. Where a dividend can legally come from under Section 123, the Rule 3 caps for a lean year, interim versus final and who declares each, the five-day account and thirty-day payment deadlines, how dividends are taxed now that DDT is abolished (Section 194 TDS at 10% over ₹10,000), and the Section 124 escalator that sends unclaimed dividends — and the shares — to the IEPF after seven years.

CA Rahul DangFounder & Practice Lead
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The Loan You Forgot to Report: Form DPT-3 and the Return of Deposits (India 2026)
Company LawDPT-3
3 July 20268 min read

The Loan You Forgot to Report: Form DPT-3 and the Return of Deposits (India 2026)

Almost every young company runs on a director's loan for a while — and almost none realise that money has to be reported to the Registrar every year in Form DPT-3. Why 'we have no deposits' is precisely the wrong assumption, the exempt receipts a private company can take (director and relative loans with the not-borrowed declaration, inter-corporate loans, share application money, advances), the 30 June annual return under Rule 16, and the penalty for missing it.

CA Rahul DangFounder & Practice Lead
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The Shares He Owned But Could No Longer Sell: Rule 9B and the Demat Deadline That Already Passed (India 2026)
Company LawRule 9B
4 July 202610 min read

The Shares He Owned But Could No Longer Sell: Rule 9B and the Demat Deadline That Already Passed (India 2026)

Since Rule 9B, physical share certificates in a non-small private company have quietly stopped working — you can't transfer them, and the company can't issue fresh shares, bonus, rights or a buyback until they're in demat form. Who's caught, what compliance takes (RTA, ISIN, PAS-6), and what it costs now that the 30 June 2025 deadline has passed.

CA Rahul DangFounder & Practice Lead
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The LLP That Owed Over a Lakh Without Earning a Rupee: Form 11, Form 8 & the ₹100-a-Day Meter That Doesn't Care If You Traded (India 2026)
LLPForm 11
4 July 20269 min read

The LLP That Owed Over a Lakh Without Earning a Rupee: Form 11, Form 8 & the ₹100-a-Day Meter That Doesn't Care If You Traded (India 2026)

An LLP is sold as the low-compliance structure — so founders register one, do no business, and assume nothing is due. But Form 11 and Form 8 are due every year regardless of turnover, and late filing runs at ₹100 per day, per form, with no cap. The two forms, their due dates, the audit threshold, and why dormant LLPs get so expensive.

CA Rahul DangFounder & Practice Lead
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Closing a Private Limited Company: The STK-2 Strike-Off, Done Cleanly (India 2026)
Company LawStrike Off
3 July 20269 min read

Closing a Private Limited Company: The STK-2 Strike-Off, Done Cleanly (India 2026)

A dormant company you have walked away from keeps owing annual filings, racking up uncapped late fees, and heading toward being struck off by the Registrar — with penalties and five-year director disqualification. How to close it properly instead through Form STK-2: who qualifies, what you clear first, the STK-3/STK-8 documents, and the companies Section 249 bars.

CA Rahul DangFounder & Practice Lead
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Voluntary Liquidation of a Company: The Section 59 IBC Wind-Up, Step by Step (India 2026)
Company LawVoluntary Liquidation
8 July 202610 min read

Voluntary Liquidation of a Company: The Section 59 IBC Wind-Up, Step by Step (India 2026)

Strike-off only works for an empty shell. The moment your company has cash, assets, creditors or a trading history, you have to close it through voluntary liquidation under Section 59 of the IBC — a liquidator-led process that ends in an NCLT dissolution order. The declaration of solvency, the special resolution, the 270/90-day timeline and how it differs from strike-off.

CA Rahul DangFounder & Practice Lead
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Corporate Social Responsibility Under Section 135: Who It Catches, the 2% Rule and the Penalties (India 2026)
Company LawCSR
8 July 202610 min read

Corporate Social Responsibility Under Section 135: Who It Catches, the 2% Rule and the Penalties (India 2026)

The moment a company crosses ₹5 crore in net profit — or ₹500 crore net worth, or ₹1,000 crore turnover — CSR under Section 135 kicks in, and 2% of profit stops being the shareholders' to keep. The three triggers, how the 2% of Section 198 net profit is computed, the CSR committee and the ₹50 lakh relief, Schedule VII and Form CSR-1, the unspent-CSR account rules, the Section 135(7) penalties, and the tax sting: CSR spend is not deductible.

CA Rahul DangFounder & Practice Lead
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Closing a Defunct LLP: The Form 24 Strike-Off, and Why an Abandoned LLP Keeps Costing You (India 2026)
Company LawLLP
8 July 20269 min read

Closing a Defunct LLP: The Form 24 Strike-Off, and Why an Abandoned LLP Keeps Costing You (India 2026)

Register an LLP, walk away, and it doesn't just fade — it keeps owing Form 8 and Form 11 every year, and the late fee runs at ₹100 per day per form with no cap. A neglected LLP quietly builds a penalty past ₹1 lakh. The fix is to close it properly: a Rule 37 strike-off with Form 24 for a clean, defunct LLP. The eligibility gates, the overdue-filings catch, the CA-certified nil statement and the affidavit-indemnity, and when you have to take the Sections 63–65 winding-up route instead.

CA Rahul DangFounder & Practice Lead
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Buyback of Shares Under Section 68: How It Works, and Why the Tax Flipped to the Shareholder in 2024 (India 2026)
Company LawBuyback
8 July 202610 min read

Buyback of Shares Under Section 68: How It Works, and Why the Tax Flipped to the Shareholder in 2024 (India 2026)

A buyback isn't one shareholder selling to another — it's the company buying its own shares out of its reserves and cancelling them, under Sections 68-70 with strict limits. The permitted sources, the 25% quantum and the board-vs-special-resolution routes, the 2:1 debt test, the SH-8/SH-9/SH-11 forms and 7-day extinguishment, the cooling-off rules — and the big change: from 1 October 2024 the buyback is taxed as a deemed dividend in the shareholder's hands, not at the company. Why buyback, dividend and secondary sale now sit at different tax outcomes.

CA Rahul DangFounder & Practice Lead
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