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What are the annual compliance requirements of a Section 8 company?

1. Annual Return Filing with Registrar of Companies (ROC)

  • Section 8 companies must file Form MGT-7 for the Annual Return within 60 days of the Annual General Meeting (AGM).
  • This includes information about shareholding, board composition, meetings, and more.
  • The AGM must be held within 6 months of the end of the financial year.
  • If the company is a private limited entity, some exemptions from AGM may apply.
  • Non-filing attracts late fees and may lead to penalties or the disqualification of directors.

2. Filing Financial Statements

  • Form AOC-4 must be filed within 30 days from the date of the AGM.
  • It includes audited financial statements, board report, and auditor’s report.
  • Companies with foreign contributions must also comply with FCRA reporting obligations.
  • The financials must comply with applicable accounting standards and audit requirements.
  • Section 8 companies must maintain proper books of accounts and records.

3. Income Tax Filing and Audit Compliance

  • Income tax return must be filed using Form ITR-7 annually, even if the company claims exemption.
  • If total income exceeds prescribed limits, Form 10B (audit report) must be submitted.
  • Companies registered under Section 12AB and 80G must furnish details of the utilization of income.
  • TDS returns and compliance with tax deduction obligations are also mandatory.
  • Failing to file ITR may lead to loss of tax exemptions and penalties.

4. Maintenance of Statutory Registers and Records

  • Section 8 companies must maintain registers such as:
    Register of Members
    Register of Directors and KMPs
    Minutes of Board and General Meetings
  • Regular board meetings must be held (minimum two per year if the company, four if not).
  • Proper notice, agenda, and documentation must be maintained for all meetings.
  • Books of accounts must be preserved for at least 8 financial years.

5. Additional Reporting and Certification

  • Filing of DIR-3 KYC for each director is mandatory annually to keep the DIN active.
  • Filing of MSME and DPT-3 forms, if applicable, based on company transactions.
  • Companies registered under FCRA must file Form FC-4 annually if foreign funds are received.
  • Renewal of 12AB and 80G registrations is required every 5 years.
  • Statutory audit by a Chartered Accountant is compulsory for all Section 8 companies.

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