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Complete List of Event Based ROC Compliance of Company

  • Setindiabiz Team
  • February 27, 2023
Event Based ROC Compliance
Event-based compliance refers to the set of compliance requirements that a Private Limited Company must fulfill only when certain specified events or situations occur. The frequency of fulfilling these compliance’s will depend on the frequency with which these events occur during the company’s operations. Our blog provides a detailed discussion of all such event based ROC compliance requirements to ensure your complete understanding.

What Are Event Based ROC Compliances?

After incorporating with the Registrar of Companies, businesses are obligated to fulfill a significant number of tax and other statutory compliances. These include one-time compliances, which only need to be fulfilled once after incorporation, annual compliances, which must be fulfilled every year, and regular compliances, which must be fulfilled on a monthly, quarterly, or other shorter duration as prescribed by law.
In addition to the aforementioned compliances, companies are also required to meet specific event-based compliances that arise when certain prescribed events or circumstances occur after the incorporation of the company. These circumstances may include sudden changes in the company’s credentials, new appointments, unexpected removal of an officer, or alterations in the company’s capital. Please refer to the table below for comprehensive information on a company’s event-based compliances.

Event-Based Compliances of a Private Limited Company

The table below provides a comprehensive discussion of each and every event-based compliance requirement that a Private Limited Company must fulfill. It includes precise information about the objective of such compliances, their prescribed due dates, and the consequences or penalties for non-compliance.
S.No. List of Compliances Details / Due Dates / Penalties
1
Change in Company’s Registered Office (INC-22)
  • Objective: Whenever a Private Limited Company changes the address of its registered office, it is required to file Form INC-22 with the Registrar of Companies (ROC). The purpose of this form is to inform the ROC of the change and provide details of the new registered office so that the ROC can update the company's records accordingly.
  • Due Date: The due date for filing Form INC-22 is within 15 days from the date on which the company passed the resolution to adopt the new address of its registered office. Additionally, the Companies Act mandates that every company must have a registered office within 15 days of its incorporation and must inform the ROC of the same in Form INC-22 within 30 days of incorporation.
  • Penalty for Late Filing: Late filing of Form INC-22 can result in penalties, which are determined based on the number of days of delay and the normal filing fee. The normal filing fee varies based on the paid-up capital of the company.
2
Change in Company’s Directors (DIR-12)
  • Objective: When there is a change in the directors of a Private Limited Company, such as the appointment of a new director, the resignation or removal of an existing director, or a change in a director's designation, the company is required to file Form DIR-12 with the Registrar of Companies (ROC) to inform them of the change.
  • Due Date: Form DIR-12 must be filed within 30 days from the date on which the change was made. The purpose of this filing is to intimate the ROC of the change in the directorship of the company.
  • Penalty for Late Filing: Late filing of Form DIR-12 can result in penalties, which are determined based on the number of days of delay and the normal filing fee. The normal filing fee varies based on the paid-up capital of the company.
3
Increase in Authorized Capital (SH-7)
  • Objective: Form SH-7 is filed with the Registrar of Companies to inform them of any alteration in the authorized share capital of a Private Limited Company. Specifically, this form must be filed in the following events:
    1. The company increases its authorised share capital at its will
    2. The company increases its authorised share capital with the order of the Central Government 
    3. Redemption of redeemable preference shares
    4. Increase in the number of shareholders
    5. Change in Consolidation or division of shareholding
    6. Cancellation of unissued shares of one class and a corresponding increase in shares of another class. 
  • Due Date: Form SH-7 is filed to the ROC, within 30 days from the date on which any of the above changes were effected, or any of the above events occurred. 
  • Penalty for Late Filing: For non-filing of SH-7 within the prescribed due date, the company in default will be penalised with a fine not less than Rs.5 lakhs, extendable to Rs.25 lakhs. Also, every defaulting officer will be penalised with a fine not less than Rs.1 Lakh, extendable upto Rs.5 lakhs.
4
Increase in Paid Up Capital (PAS-3)
  • Objective: Form PAS-3 is filed to the Registrar of Companies whenever there is an allotment of new shares by the incorporated company to a new shareholder. In other words, Form PAS-3 is filed if the paid-up capital of the company increases to a new amount. The main purpose behind filing the form is to intimate or inform the ROC of such change in the paid up capital of the company. 
  • Due Date: Form PAS-3 for a Private Limited Company is filed to the ROC, within 15 days from the date on which the shares were allotted.
  • Penalty for Late Filing: The penalty imposed on the company for late filing of PAS-3 depends upon the number of days of delay and the normal filing fee which further depends on the paid up capital of the company. 
5
CHG-1 / CHG-9
  • Objective: Form CHG-1/CHG-9 are filed to the Registrar of Companies whenever there is a creation or modification of charge on any of the assets of the company. Charge on the asset of a company usually represents the interests that a creditor has on such assets, by virtue of lending a specific amount to the company, thereby implying that the creditor will be able to claim his interest if the company is unable to pay the amount he lent to it on time. While CHG-1 is filed in case of charges created or modified on all assets other than debentures, CHG-9 is specifically filed for debentures only.
  • Due Date: Both CHG-1 and CHG-9 are filed to the ROC within 30 days from the creation of charge.
6
Change in Company’s Name (INC-24)
  • Objective: Form INC 24 is filed to the Registrar of Companies if the incorporated company changes its name in its due course of business, and gets the new name approved by the Registrar, CRC. The Form is used to intimate or inform the ROC about the changed name of the company, so that the ROC can make changes in its records accordingly.
  • Due Date: Form INC-24 is filed to the ROC within 60 days from the date on which the Registrar approved / reserved the new name of the company, or within 30 days from the date on which a Special Resolution adopting the new name has been passed by the company, whichever is earlier.
7
BEN-2
  • Objective: BEN-2 is a form filed by the company to the Registrar of Companies disclosing the details and specific interests of its Significant Beneficial Owners. Significant Beneficial Owners are entities which directly or indirectly hold at least 10% shareholding, at least 10% voting rights, or receive at least 10% of dividend of the company, and exercises or is entitled to exercise significant control over the company, for reasons other than such significant shareholding.  
  • Due Date: BEN-2 is filed within 30 days from the date on which the company receives BEN-1 from its significant beneficial owners, disclosing their specific interests to the company.
  • Penalty for Late Filing: The penalty imposed on the company for late filing of BEN-2 depends upon the number of days of delay and the normal filing fee which further depends on the paid up capital of the company.
8
AOC-5
  • Objective: The Companies Act makes it mandatory for every incorporated company to maintain all its book-keeping records at its registered office. However, if the company decides to keep such records at any office other than the registered office, it will have to intimate the same to the ROC in Form AOC-5.  
  • Due Date: Form AOC-5 must be filed to the ROC within 7 days from the date on which the company passes a resolution approving the decision to maintain its account books at the concerned office address. 
  • Penalty for Late Filing: The penalty imposed on the company for late filing of AOC-5 depends upon the number of days of delay and the normal filing fee which further depends on the paid up capital of the company.

With our detailed overview on event-based compliances of Private Limited Company, you have hopefully got a distinct clarity on the subject by now. However, if you still have any further doubts and queries, or are seeking any clarification or additional information on the subject, feel free to ask us in the comments, or contact our startup advisors directly for expert guidance and assistance. You can also fill the adjacent form to avail of our quality and affordable annual compliance services offered anywhere in India.

Conclusion

FAQs

Q1: What is event-based Compliance?

Event-based compliance refers to the legal and regulatory obligations that a company needs to fulfill based on specific events or occurrences. These events could include changes in the company’s structure, such as a change in directors, alteration of share capital, transfer of shares, or any other significant event that requires compliance with statutory requirements.

Q2: What are the types of ROC Compliance?

ROC (Registrar of Companies) compliance includes various obligations that companies need to fulfill to comply with the rules and regulations set by the Registrar of Companies. These compliances may be classified into different types based on the frequency they need to be completed. For instance, we have the post-incorporation compliances which only need to be completed once immediately after a company is incorporated, annual and regular compliances, which have to be completed either annually or at definitive intervals like monthly or quarterly, and event-based compliances, which only have to be completed if the specific situation arises.

Q3: What is the due date of INC-22?

INC-22, also known as e-Form INC-22, is required to be filed for verification of the registered office address of a company. It should be filed within 30 days from the date of incorporation or within 30 days of any change in the registered office address.

Q4: What is the time limit for approval of SH-7?

SH-7 refers to the e-Form SH-7, which is filed for increasing the share capital of a company. The time limit for the approval of SH-7 can vary, as it depends on the workload and processing time of the concerned authority. Generally, it is advisable to follow up with the Registrar of Companies or relevant authorities to determine the specific time frame for approval.

Q5: What is the stamp duty rule for SH7?

The stamp duty rule for SH-7, or any other document, may vary depending on the applicable state legislation and stamp duty regulations. The stamp duty is generally payable as per the rates prescribed by the respective state government on the value or consideration mentioned in the document. It is advisable to consult the relevant state stamp duty laws or consult with a professional to determine the specific stamp duty rules applicable to SH-7 in your jurisdiction.
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