03
Company Law & Fundraise
Your board runs properly, your registers stay current, your filings reach the MCA on time - and when you raise, the whole sequence is handled without your investor's lawyer chasing us.
20
Obligations tracked
10
Statutory forms
0
Things you do
What this covers
The Companies Act treats a private limited company as something that must continuously prove it is being run properly. Not profitably - properly. Meetings held and minuted. Registers maintained. Directors verified. Accounts filed on the statutory date.
Almost none of it is difficult. All of it is easy to forget, and the consequences attach to directors personally rather than to the company. This is the single most common place where founders discover, years later, that something has been wrong the whole time.
A funding round sits on top of the same machinery. It creates a short, strict sequence - resolutions, offer, valuation, allotment within the window, return of allotment within fifteen days, certificates within two months - and it is also the moment your entire compliance history becomes visible to someone paying to look at it. Companies that kept their registers properly close faster and on better terms.
The calendar
Every obligation, with dates.
| What it is | Form | When | Who it applies to |
|---|---|---|---|
| Board meetings | - | Four per financial year, max 120 days apart | Every private limited company |
| Annual general meeting | - | Within 6 months of year end | Every company except OPCs |
| Financial statements | AOC-4 | 30 days from AGM | Every company |
| Annual return | MGT-7 / MGT-7A | 60 days from AGM | MGT-7A for small companies and OPCs |
| Auditor appointment | ADT-1 | 15 days from AGM | Every company |
| Director KYC | DIR-3 KYC | 30 Sep | Every person holding a DIN |
| Statutory registers | - | Continuous | Every company |
| Dues to MSME vendors | MSME-1 | 30 Apr and 31 Oct | If you owe an MSME beyond 45 days |
| Return of deposits | DPT-3 | 30 Jun | Money received that is not share capital |
| Significant beneficial ownership | BEN-2 | 30 days from declaration | Where an SBO exists |
| Director change | DIR-12 | 30 days | Every appointment or resignation |
| Registered office change | INC-22 | 30 days | Every move |
| Authorised capital increase | SH-7 | 30 days | Before issuing beyond current capital |
| MOA or AOA amendment | MGT-14 | 30 days | Objects, name or article changes |
| Charge creation or satisfaction | CHG-1 / CHG-4 | 30 days | On taking or repaying secured debt |
| Private placement offer | PAS-4 / PAS-5 | With the offer | Every private placement |
| Return of allotment | PAS-3 | 15 days from allotment | Every allotment |
| Share certificates | - | 2 months from allotment | Every allottee |
| Share transfer | SH-4 | On transfer | Secondary transactions |
| ESOP scheme and grants | - | On adoption, then ongoing | Where options are granted |
Board meetings
Form · -
When · Four per financial year, max 120 days apart
Every private limited company
Annual general meeting
Form · -
When · Within 6 months of year end
Every company except OPCs
Financial statements
Form · AOC-4
When · 30 days from AGM
Every company
Annual return
Form · MGT-7 / MGT-7A
When · 60 days from AGM
MGT-7A for small companies and OPCs
Auditor appointment
Form · ADT-1
When · 15 days from AGM
Every company
Director KYC
Form · DIR-3 KYC
When · 30 Sep
Every person holding a DIN
Statutory registers
Form · -
When · Continuous
Every company
Dues to MSME vendors
Form · MSME-1
When · 30 Apr and 31 Oct
If you owe an MSME beyond 45 days
Return of deposits
Form · DPT-3
When · 30 Jun
Money received that is not share capital
Significant beneficial ownership
Form · BEN-2
When · 30 days from declaration
Where an SBO exists
Director change
Form · DIR-12
When · 30 days
Every appointment or resignation
Registered office change
Form · INC-22
When · 30 days
Every move
Authorised capital increase
Form · SH-7
When · 30 days
Before issuing beyond current capital
MOA or AOA amendment
Form · MGT-14
When · 30 days
Objects, name or article changes
Charge creation or satisfaction
Form · CHG-1 / CHG-4
When · 30 days
On taking or repaying secured debt
Private placement offer
Form · PAS-4 / PAS-5
When · With the offer
Every private placement
Return of allotment
Form · PAS-3
When · 15 days from allotment
Every allotment
Share certificates
Form · -
When · 2 months from allotment
Every allottee
Share transfer
Form · SH-4
When · On transfer
Secondary transactions
ESOP scheme and grants
Form · -
When · On adoption, then ongoing
Where options are granted
Our side
What we do.
- Convene and minute all board meetings and the AGM
- Draft notices, agendas, resolutions and attendance sheets
- Maintain the registers of members, directors, charges and share transfers
- Maintain the minute book
- Collect annual director disclosures under Section 184
- File AOC-4, MGT-7 / MGT-7A and ADT-1
- File DIR-3 KYC for every director
- Track and file MSME-1, DPT-3, BEN-2 and PAS-6 where applicable
- File DIR-12, INC-22, SH-7, MGT-14 and CHG forms for every change
- Run the full funding sequence - resolutions, PAS-4, valuation coordination, PAS-3, share certificates
- Draft and administer ESOP schemes and grant letters
- Keep the cap table current as a live record
- Assemble the secretarial diligence pack and answer investor counsel
If you miss it
A late annual return carries a penalty on the company and on every officer in default, running daily until it is filed. A missed DIR-3 KYC deactivates that director's DIN - they cannot sign a single filing until it is restored. On the fundraise side the windows are shorter and less forgiving: money received under a private placement must be allotted within sixty days or refunded.
Companies Act, 2013 · Sections 42, 92(5), 137(3) · Directors Rules
Process
How it runs.
- 01
We map your year
From your incorporation date, financial year and last AGM, we build your real calendar for the next twelve months.
- 02
We run the machinery
Notices out, minutes back to you signed, filings made on the date. You attend; we do everything around it.
- 03
We handle the events
Send us the term sheet and we tell you which filings it triggers, with dates, before you sign anything.
Questions founders ask
Recoverable, and common. We pull your complete MCA history, work out exactly what is missing, calculate the additional fees, and file everything in the correct sequence. You will know the total before we start.
Yes. Section 173 requires one in every quarter with no more than 120 days between two. Small companies and OPCs may hold two. We schedule them so it is never a scramble.
Two to four weeks from signed term sheet, depending on whether authorised capital needs increasing and whether a non-resident investor is involved. We work in parallel with your lawyers, not after them.
No. Recurring company law compliance is. Event-based work - a round, an ESOP scheme, a restructuring - is quoted separately and always before we start.
Fixable, but deal with it before your next round because diligence will find it. We will assess the position and the additional fees involved.
No. Your investment lawyer drafts the SHA. We handle everything the Companies Act requires alongside it and work directly with your counsel.
Related
Compliance you do not have to think about.
Tell us your CIN and what you are worried about. We will tell you exactly what applies to your company.
Every filing under this service is reviewed and signed by a practising Company Secretary or Chartered Accountant engaged on your account.