Corporate Law

# A Guide to Legal Compliances for Companies and LLPs

## Legal Compliances of Companies:

The compliances of companies can be broadly classified into two categories: periodical and eventbased.

Periodical compliances are those obligations that a company must perform regularly, primarily on a financialyear basis, irrespective of any specific event.

In addition to this, listed companies must comply with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, on a quarterly or halfyearly basis as applicable to the company.

Pursuant to the provisions of Companies Act, 2013, all the companies (Private, Public, OPC, Section 8, Nidhi, small companies, etc.) shall comply with these periodical returns as applicable to the said type of company.

## Key periodical compliances:

### Company Meetings:

- Board and General Meetings: All the Companies other than a Small Company shall have atleast 4 Board meetings in an year, with no gap of more than 120 days between two meetings, minutes to be prepared and maintained. In case of small companies there should be minimum 2 Board meetings in a financial year with the gap of minimum 90 days between the Boar meetings.
- Annual General Meeting (AGM): Companies should hold their annual general meeting within six months from the end of the financial year. OPCs are generally not required to hold an AGM but may pass resolutions in writing.

### Financial statements and audit

All companies must prepare financial statements (Balance Sheet, Profit and Loss Account, Cashflow Statement, etc.) in the form prescribed under Schedule III, get them audited by a Chartered Accountant, and place them before the Annual General Meeting of the company. The members at the Annual General Meeting must adopt the audited financial statements of the company on an annual basis.

### ROC filings/Returns:

- AOC-4/AOC-4Xbrl or AOC-4NBFC: Companies should file the financial statements and Board’s Report within 30 days of the AGM in form AOC-4/AOC-4Xbrl or AOC-4NBFC, as applicable.
- MGT7 or MGT-7A: Annual Return of the companies in for MGT7 or MGT-7A shall be filed with the ROC within within 60 days from the AGM.
- Form DPT-3: Companies shall file form DPT-3 on annual basis to report details of outstanding loans, money received, or deposits not considered as deposits, required to be filed by June 30th every year. It applies to most companies, excluding government companies, banking companies, and NBFCs, to maintain transparency in financial transactions and ensure compliance with deposit rules.
- Form MSME-1: Every Company having outstanding payments to Micro and Small Enterprise (MSE) suppliers exceeding 45 days must file this this MSME-1 return with the Registrar of companies within 30 days from the closure of each half year.
- Form DIR - 3 KYC: Every holder of a Director Identification Number (DIN) is required to file Form DIR-3 KYC once in 3 years. All directors who have completed their KYC till date are covered under the new provisions and accordingly their next KYC filing would be due by 30th June, 2028. The directors who have not submitted their KYC Form so far may continue to get their DINs re-activated as per existing provisions till 31st March, 2026.

### Maintenance of statutory registers and books

All the companies shall maintain the Statutory registers viz Register of Members, Register of Directors and KMP’s, Register of Charges and other Registers as prescribed under the Companies Act, 2013.

Maintenance of the Minutes of the Meetings: Minutes of the meetings of all the company meetings, viz, Board meetings, General Meetings and meetings of the Committees if any shall be prepared and kept in order as prescribed under the Companies Act, 2013.

## Periodical Compliances under SEBI (LODR) Regulations, 2015

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) impose a structured regime of periodical (quarterly, halfyearly and annual) compliances on listed entities, over and above the Companies Actlinked returns. These are “continuousdisclosure” and governancerelated obligations triggered by timecycles, not by oneoff events.

### Integrated filing (Financial Results):

Quarterly financial results (Regulation 33): File standalone/consolidated quarterly and yeartodate financial results with the recognised stock exchange(s) within 45 days of the end each of the quarter (except the last quarter, which is merged with annual results) along with Limited Review Report (for quarterly results) and, for the annual period, the Audited Standalone Financial Statements along with the Audit Report.

Disclosure related to RPT’s: Listed companies shall file Related Party Transactions (RPTs) with the stock exchanges under the SEBI (LODR) Regulations, 2015, on a halfyearly basis, alongside the publication of financial results. This will be part of the Integrated Filing (Financial Results). These reports should be filed with the Stock Exchanges where the company is listed, through Integrated Filing (Financial), within 45 days of the quarter’s end (or 60 days for the last quarter).

### Integrated filing (corporate Governance)

Corporate governance report (Regulation 27(2): Listed companies shall submit Quarterly Compliance Report on Corporate Governance in the prescribed format, certifying adherence to the LODR corporategovernance provisions, within 30 days from the end of each quarter (Integrated filing (Corporate Governance).

Investorgrievances statement (Regulation 13(3): Disclose investorcomplaints statement quarterly, showing: pending complaints at the start of the quarter, complaints received, disposed of, and pending at the end within 30 days after each quarter, Integrated filing (Corporate Governance). These reports should be filed with the Stock Exchanges where the company is listed, through Integrated Filing (Corporate Governance), within 30 days of the quarter’s end.

### Shareholding Pattern:

Listed entities must file a statement of shareholding pattern under Regulation 31 of SEBI (LODR) Regulations, 2015, within 21 days from the end of each quarter. This filing details promoter/promoter group holdings, public shareholding, and non-promoter-non-public ownership in specified formats.

### Annual compliances Under LODR

In addition to Companies Act annual returns, listed companies have annual filing obligations under LODR: Annual Secretarial Compliance Report (Regulation 24A): All the listed companies, except the companies to them exemptions are available, must file an Annual Secretarial Compliance Report issued by a Practising Company Secretary, confirming compliance with corporate Governance provisions of LODR within 60 days from the end of the financial year.

## Event-based compliances under the Companies Act, 2013:

Under the Companies Act, 2013, event-based compliances are those statutory obligations that arise only when a specified event or change occurs in the company’s structure, operations, or shareholding. Unlike periodical (annual/quarterly) compliances, these are not routine but must be completed within strict timelines by filing an e-form with the Registrar of Companies (ROC).

In summary, eventbased compliances under the Companies Act, 2013 require the company to notify the ROC of every material change in its structure or operations, using the prescribed eforms, within the statutory timelines, to ensure legal compliance and protect the company and its directors from regulatory risk.

Eventbased compliances are triggered by specific events such as appointment, resignation, or cessation of a director/KMP, Change in registered office, share capital, or alteration of Memorandum and Articles of Association, Creation, modification, or satisfaction of a charge over assets or conversion of company type, change of name or change in beneficial ownership of the Company.

Certain events such as change in status of the Company from Private to Public or vice versa, or change in registered office from one state to another of merger/amalgamation of certain companies require the approval of Central Government (Regional Director, Ministry of Corporate Affairs).

Every company registered under the Companies Act, 2013 must report such events to the ROC within prescribed days, mostly within 30 days from the date of event to avoid penalties, late fees, and possible legal action from the registrar.

## Annual Compliances of LLP’s

The Limited Liability Partnership Act, 2008, with the Limited Liability Partnership Rules, 2009 provide the operational frame work including the procedures for incorporation, filing of annual returns and financial statements of the LLPs.

LLP’s are required to file its annual return and annual accounts with the registrar of companies in the prescribed form on annual basis:

1. Annual Return (Form 11): An annual return summarising the LLP’s management affairs, including details of partners, designated partners, and changes during the year within 60 days from the end of the financial year.
2. Statement of Accounts and Solvency (Form 8): A statement of accounts and solvency containing, Profitandloss statement, Balance sheet, and a solvency declaration by the LLP should be filed with the Registrar within 30 days from the end of six months of the financial year.

In case the LLP have capital contribution more than ₹25 Lakhs or turnover more than ₹40 Lakhs, the financial statements of the LLP’s shall be audited by the Charterred accountant in practice.

### Eventbased but recurring annualtrack filings

After incorporation, the LLP Agreement is to be filed within 30 days from the incorporation; thereafter, material amendments, including the change in partners, change in nature of business, capital changes, change in registered office and all material changes should be recorded by means of alteration in LLP Agreement and, updated with Registrar of companies through the forms prescribed in the Limited Liability Partnership Rules, 2009.