Compliance calendar: ROC filings, annual returns, Delaware franchise tax
1. The core idea#
Every company has a list of recurring filings, taxes and meetings that keep it in good standing. Individually they are small: a form here, a fee there. Together, for a startup with an Indian company, a Delaware parent and perhaps a UK subsidiary, they run to dozens of deadlines a year across three governments.
Missing them is rarely dramatic at first. It shows up later, at the worst time:
- Late fees that compound: India charges ₹100 a day per late annual form, with no upper limit.
- Directors disqualified or their identification numbers deactivated, which blocks every filing that needs their signature.
- A company struck off or "void" in Delaware for unpaid franchise tax, or struck off by Companies House, just before a round.
- Diligence findings that require compounding applications, back-filings or confirmatory resolutions before investors will close, adding weeks and legal fees (4.17).
- Lost tax benefits, such as 80-IAC, R&D credits or SEIS/EIS status, if filings or conditions slip.
The fix is boring and effective: one calendar, one owner, one service provider per country, set up in the first month after incorporation, and reviewed every quarter.
Who this is for: founders who have just incorporated; anyone with entities in more than one country; anyone preparing for diligence who is not sure the company is in good standing.
Pairs with: 4.01–4.03 (setting up entities and flips), 4.08 (cap table), 4.17 (lawyers and accountants) and 4.19 (FEMA filings for foreign money).
2. What has changed, and what it costs to get wrong#
India: lighter director KYC, a new tax law, and unchanged ROC deadlines.
- Director KYC is no longer annual. From 31 March 2026, Form DIR-3 KYC Web is filed once every three consecutive financial years, by 30 June, plus whenever a director's mobile number, email or address changes (amended Rule 12A, G.S.R. 943(E), 31
December 2025). Miss it and the director identification number (DIN) is deactivated, which blocks the company's filings. Reactivation costs a ₹5,000 fee.
- The Income-tax Act 2025 replaced the 1961 Act from 1 April 2026, with a single "tax year" concept and renumbered sections (TDS is now largely s.393). Deadlines are broadly unchanged, but forms and section references are new.
- Annual ROC filings are unchanged: the AGM by 30 September; financial statements (AOC-4) within 30 days of the AGM; the annual return (MGT-7 or MGT-7A for small companies) within 60 days. For FY 2025–26 that meant AOC-4 by 30 October 2026 and MGT-7 by 29 November 2026. Late filing costs ₹100 a day per form, with no cap.
US: Delaware basics and a federal reprieve.
- Franchise tax and annual report are due 1 March each year. Delaware calculates the tax by the Authorized Shares method by default, with a minimum of $175 and a maximum of $200,000. A typical startup with 10 million authorised shares sees a bill of roughly $85,000 on the notice. Recalculating under the Assumed Par Value Capital method, which uses gross assets and issued shares, usually brings it down to the $400 minimum. The annual report fee is a separate $50. Late filing costs $200 plus 1.5% interest a month, and a company that stays unpaid can be declared void.
- Beneficial ownership reporting. FinCEN's March 2025 interim rule exempted USformed companies and US persons from Corporate Transparency Act reporting; only certain foreign-formed companies registered in the US must report. Check for further changes.
- Form 5472. A US corporation that is 25% or more foreign-owned, as many Indianfounder Delaware companies are, must file Form 5472 with its federal return to report transactions with the foreign owners. The penalty for not filing is $25,000 per form.
UK: higher fees and identity checks.
- Companies House fees rose on 1 February 2026: digital incorporation is now £100 and the confirmation statement £50.
- Identity verification of directors and persons with significant control (PSCs) became mandatory from 18 November 2025 under the Economic Crime and Corporate Transparency Act. Existing directors must verify by the time of their next confirmation statement within a 12-month transition ending in November 2026. A confirmation statement will not be accepted without the directors' verification codes. Late accounts penalties for private companies run from £150 (up to one month late) to £1,500 (more than six months late), and double if accounts are late two years running. Failing to file a confirmation statement is a criminal offence and can lead to striking off.
The real cost is in diligence. Investors' lawyers check good standing, filings and statutory registers in every jurisdiction. In India, undocumented allotments or missed filings often need a compounding application under s.441 of the Companies Act, which can add four to eight weeks to a round.
3. The method#
Step 1: List every entity and its obligations#
For each company (Indian Pvt Ltd, Delaware parent, UK Ltd, any others) write down its financial year end, registered office and agent, directors, auditors, tax registrations (PAN, TAN, GST; EIN and state registrations; UTR, PAYE, VAT) and any special status (DPIIT recognition, 80-IAC, SEIS/EIS, foreign investment received, ESOP plan). Each one adds recurring filings.
Step 2: Build one calendar#
Put every deadline in a shared calendar (or a compliance tool), with:
- the filing, entity and authority;
- the due date, and an internal deadline two to four weeks earlier;
- the owner (a founder) and the preparer (CA, CS, accountant or registered agent);
- what is needed from the team (signed accounts, board approval, director codes).
Section 4 lists the main recurring items for India, the US and the UK.
Step 3: Appoint one provider per country, and one owner overall#
- India: a company secretary for ROC filings and registers, and a chartered accountant for tax, GST, TDS and audit. Many firms do both.
- US: a registered agent in Delaware, plus a startup accounting firm for federal and state taxes, 1099s, Form 5472 and the Delaware franchise tax recalculation.
- UK: an accountant for accounts, corporation tax, PAYE and VAT, and Companies House filings.
One founder (often the CEO or whoever handles finance) owns the whole calendar and checks it monthly.
Step 4: Keep registers and minutes as you go#
Every share issue, option grant, director change, auditor appointment, charge and significant contract needs board approval and, often, a filing within a short deadline (in India typically 15–30 days; in Delaware board consents should be signed before or at the
action; in the UK most changes within 14 days). Keep statutory registers and minutes up to date monthly rather than reconstructing them before a round.
Step 5: Do a quarterly health check#
Once a quarter, spend an hour confirming:
- all filings in the quarter were made, and receipts saved;
- good standing in every jurisdiction (MCA master data, Delaware status, Companies House);
- directors' KYC and ID verification status;
- cap table matches the registers and filings (4.08);
- upcoming events that trigger filings (a fundraise, a new hire abroad, a new director).
Worked example#
A two-founder battery startup has a Delaware parent (calendar-year end) and an Indian subsidiary (March year end). In its first year it raises a SAFE in the US and makes a capital injection into India.
| When | Entity | Item | Who |
|---|---|---|---|
| Within 30 days of incorporation |
India | First board meeting; appoint first auditor |
CS |
| Within 180 days | India | Commencement of business (INC- 20A) |
CS |
| Within 30 days of each allotment |
India | FC-GPR on the FIRMS portal for the parent's investment; PAS-3 within 15 days |
CS/CA |
| Within 15 days of first SAFE sale |
US | Form D notice to the SEC, and state notices |
US counsel |
| Monthly | India | GST returns, TDS deposit by the 7th | CA |
| Quarterly | India | TDS returns; advance tax instalments | CA |
| 1 March | US | Delaware annual report and franchise tax (recalculate by the assumed par value method: about $450 total) |
Registered agent |
| 15 April | US | Form 1120 with Form 5472 (25%+ foreign-owned) |
US accountant |
| When | Entity | Item | Who |
|---|---|---|---|
| 30 June | India | DPT-3 (deposits return) | CS |
| 15 July | India | Annual return on foreign liabilities and assets (FLA) to RBI |
CA |
| 30 September | India | AGM; tax audit report | CS/CA |
| 30 October | India | AOC-4 (accounts); company tax return |
CS/CA |
| 29 November | India | MGT-7A (annual return) | CS |
In its second year the founders spend about four hours a quarter on compliance. At the seed round, diligence finds the FC-GPR filed one week late, so a late-submission fee is paid, and nothing else needs fixing.
4. The country calendars#
These are the main recurring items for a typical startup. Dates assume an Indian company with a 31 March year end, a Delaware C-corp with a calendar year, and a UK company with any year end. Check each with your provider: thresholds and dates change.
India (private limited company)#
| Frequency or date |
Filing | Notes |
|---|---|---|
| Monthly | GST returns (GSTR-1, GSTR-3B); TDS deposit by the 7th; PF and ESI by the 15th once registered |
GST if registered; PF at 20+ staff, ESI at 10+ |
| Quarterly | TDS returns; advance tax (15 June, 15 September, 15 December, 15 March) |
Under the Income-tax Act 2025 from April 2026 |
| Half-yearly | MSME-1 (by 30 April and 31 October) if you owe MSME suppliers for over 45 days; board meetings |
DPIIT startups and small companies may hold one board meeting each half-year, at least 90 days apart (Companies Act s.173(5)); others need four a year |
| 30 June | DPT-3 (return of deposits and outstanding loans); DIR-3 KYC Web in the director's third year |
Triennial KYC from 2026 |
| Frequency or date |
Filing | Notes |
|---|---|---|
| 15 July | FLA return to RBI, if the company has foreign investment or overseas investment |
Required even for small amounts |
| 30 September | AGM (first AGM within 9 months of the first year end); tax audit report where applicable |
|
| Within 15 days of AGM |
ADT-1 (auditor appointment, at the first AGM and every 5 years) |
|
| 30 days after AGM |
AOC-4 (financial statements) | ₹100 a day late fee |
| 31 October | Company income tax return (audited companies) |
|
| 60 days after AGM |
MGT-7 / MGT-7A (annual return) | ₹100 a day late fee |
| Event-based | PAS-3 within 15 days of share allotment; FC-GPR within 30 days of allotment to a foreign investor; SH-7 for capital increase; DIR-12 for director changes within 30 days; CHG-1 for charges within 30 days; MGT-14 for certain resolutions within 30 days |
Most common source of diligence findings |
| One-time | INC-20A within 180 days of incorporation; first auditor within 30 days |
Also keep: statutory registers (members, directors, charges, ESOP), minutes, and Form 3CEB transfer pricing reports if you have transactions with a foreign parent above the threshold.
US (Delaware C-corp)#
| Date | Filing | Notes |
|---|---|---|
| 1 March | Delaware annual report and franchise tax |
Always recalculate by the Assumed Par Value Capital method; companies owing $5,000 or more pay quarterly estimates |
| 15 April (calendar year) |
Federal corporate tax return (Form 1120), extendable to 15 October; Form 5472 if 25%+ foreign-owned |
$25,000 penalty for a missed 5472 |
| 31 January | Forms 1099-NEC to contractors paid $2,000+ in 2026 ($600 for earlier years); W-2s for employees |
|
| Quarterly | Payroll tax filings (Form 941); state payroll filings |
Usually run by the payroll provider |
| State dates | Foreign qualification and annual reports in each state where you operate (for example California's Statement of Information and $800 minimum franchise tax) |
Often missed |
| Event-based | Form D within 15 days of first sale in a round; state blue-sky notices; 83(b) elections within 30 days of a restricted stock grant; 409A valuation before option grants (usually annually) |
|
| Annually | Board approval of option grants and 409A; registered agent renewal |
UK (private limited company)#
| Date | Filing | Notes |
|---|---|---|
| Annually, within 14 days after | Confirmation statement | Directors' and PSCs' |
| the review date | (£50 online) | identity verification needed |
| Date | Filing | Notes |
|---|---|---|
| 9 months after year end (21 months after incorporation for the first accounts) |
Annual accounts to Companies House |
Penalties £150–1,500, doubled if late two years running |
| 9 months and 1 day after year end |
Corporation tax payment | Large companies pay quarterly |
| 12 months after year end | Corporation tax return (CT600); R&D relief claims |
R&D claims need a claim notification within 6 months of year end for first-time claimants |
| Monthly or quarterly | PAYE (RTI) on each payday; VAT returns quarterly if registered |
VAT registration threshold £90,000 |
| 6 July | Employment-related securities return; EMI option grants are notified by 6 July after the tax year for grants from April 2024 |
|
| Event-based | Share allotments (SH01) within one month; director and PSC changes within 14 days |
Multi-entity tip. If your Delaware parent owns an Indian subsidiary, the two calendars interact: intercompany agreements, transfer pricing documentation, FEMA filings for each investment (4.19) and Form 5472 for the parent all depend on the same transactions. Ask your providers to share one list of intercompany transactions each year.
5. Scripts, mistakes, related playbooks, sources#
Scripts#
Briefing a new CA/CS or accountant:
"We'd like you to own our recurring compliance for [entity]. Please send us a 12month calendar of every filing, with what you'll need from us and when, and confirm by email after each filing with the receipt. We'll do a 30-minute review each quarter."
When the Delaware franchise tax notice arrives with a large number:
"Our notice shows $[85,000] under the authorised shares method. Please recalculate using the assumed par value capital method, using gross assets from our federal return and issued shares as of 31 December, and file the annual report with the lower amount."
Before a round, asking for a good-standing check:
"We expect diligence in [month]. Could you confirm that all filings for the last three years are complete in [jurisdiction], list any late or missing filings, and estimate the time and cost to fix them?"
Common mistakes#
- Paying the Delaware franchise tax as billed under the authorised shares method.
- Missing Form 5472 for a foreign-owned US company.
- Missing event-based filings in India (PAS-3, FC-GPR, DIR-12), which are the most common diligence findings.
- No owner: each founder assumes the accountant is handling it.
- Directors' KYC or UK identity verification lapsing, blocking all filings.
- Forgetting state registrations in US states where staff work.
- Not keeping registers and minutes, then reconstructing them under deadline pressure.
- Dormant subsidiaries that still need filings and fees.
- Using old Income-tax Act section numbers on forms and challans after April 2026.
- Not checking providers' work: receipts and status checks take minutes.
Related playbooks#
- 4.01 When to incorporate
- 4.02 Choosing an entity: Indian Pvt Ltd vs LLP; US Delaware C-corp
- 4.03 Flipping to a Delaware holding company, and reverse-flipping back to India
- 4.04 DPIIT recognition and Startup India benefits
- 4.08 Setting up the cap table and choosing a tool
- 4.17 Choosing and paying lawyers at an early stage
- 4.19 FEMA, FDI and ODI rules for foreign money
Sources#
- India: Companies Act 2013 ss.92, 96, 137, 139, 173, 441; Companies (Appointment and Qualification of Directors) Amendment Rules 2025, G.S.R. 943(E) (triennial DIR-3 KYC; TaxGuru summary); FY 2025–26 ROC due dates from Legal Suvidha; Income-tax Act 2025.
- Delaware Division of Corporations, Annual Report and Franchise Tax; calculation examples from Rho and Thompson Hine.
- US: IRS Form 5472 instructions; FinCEN interim final rule on beneficial ownership reporting (March 2025); SEC Rule 503 (Form D).
- UK: Companies House fees from 1 February 2026 (1st Formations, DWF); Economic Crime and Corporate Transparency Act 2023 identity verification (Qdos); Companies Act 2006 s.453 (late filing penalties).