An Indian private limited company does not stop having compliance obligations because it has no customers or revenue. An active company generally still needs accounts, statutory audit, corporate decisions and annual filings. The precise requirements depend on its classification, financial year and transactions. Zero turnover is a business fact, not a general exemption.

For a founder building an MVP, the useful question is: what must we maintain during the year so that the annual work is accurate and affordable?

Start with the company you actually have

Confirm whether the entity is an ordinary private company, an OPC or another category. Also check whether it qualifies as a small company. These classifications can change the applicable process.

The small-company financial thresholds increased from 1 December 2025 to paid-up capital of up to ₹10 crore and turnover of up to ₹100 crore. Both tests matter, together with statutory exclusions such as holding and subsidiary companies. Being early stage does not itself establish small-company status. [Source 2]

Ask your adviser to record the classification and its basis in the annual compliance tracker. This avoids carrying last year's assumptions into a year in which the ownership or capital structure changed.

What still needs attention during a quiet year

For an ordinary company holding an AGM, the statutory baseline is financial-statement filing within 30 days of the AGM and annual-return filing within 60 days. Special situations and applicable extensions need separate checking. [Source 1]

The financial-statement filing is commonly associated with AOC-4 or its applicable variant. The annual return uses MGT-7 or, for eligible OPCs and small companies, MGT-7A. These are different filings with different information. [Sources 1 and 3]

Do not copy a fixed October or November date from a generic calendar. First establish the company's financial year, AGM requirements, actual meeting date and any applicable relief. Ask for a calendar that shows the legal deadline and an earlier date for delivering your records.

No revenue does not mean no transactions

Consider a hypothetical product company with no sales. Its founders paid for cloud hosting, bought a laptop and transferred money into the company bank account. Those transactions still need an explanation.

Were the transfers share subscription money, a loan or reimbursement funding? Who owns the laptop? Which invoices name the company? An accountant cannot reliably reconstruct those answers from the closing bank balance alone.

Maintain a simple folder containing bank statements, invoices, expense claims and the approvals supporting significant transactions. Keep personal spending distinguishable from company spending. Where a founder pays on the company's behalf, record the purpose and intended treatment promptly rather than deciding it retrospectively at year end.

Give each task an owner and completion evidence

A useful tracker has five columns: task, why it applies, responsible person, due date and completion evidence. “Sent to accountant” is a progress update. It does not show that a return was filed or accepted.

For each filing, retain the submitted form, attachments, acknowledgement and payment record. For each corporate decision, retain the relevant signed resolution or minutes. Keep these in a company-controlled folder with appropriate access, so a change of service provider does not leave the founder without records.

Separate annual work from event-driven work. A new director, investment, registered-office change or share transfer may create work outside the annual cycle. Tell the professional handling compliance before implementing the change.

What to ask when comparing compliance quotes

Ask for a written list of deliverables and exclusions. Establish whether the quote includes bookkeeping, statutory audit coordination, corporate records, annual filings and responding to filing defects. Clarify government fees and separately chargeable event-driven work.

Tax, GST, employment and sector-specific obligations need their own applicability assessment. A corporate annual filing package should not be assumed to cover every registration or return the business may need.

If the business has genuinely stopped, discuss the appropriate dormancy or closure route and the work required to use it. Simply leaving the company unused does not resolve its status.

Frequently asked questions

Does zero turnover remove the need for statutory audit?

For an ordinary active private limited company, zero turnover alone does not remove statutory audit requirements. Confirm the company's actual legal status before relying on an exception.

Can I finish all compliance once an investor arrives?

That creates avoidable reconstruction work. Maintain records now and address missed obligations on their actual facts; an investment round does not reset earlier deadlines.

What should I send my adviser first?

Send incorporation details, the latest financial statements and filing acknowledgements, bank records, the ownership position and a list of changes during the year. Ask the adviser to identify missing evidence and prioritise it.

For initial setup tasks, read our post-incorporation guide. For ongoing assistance, explore company compliance and governance support. You can book an introductory call to discuss a defined scope and fee before work begins.

Sources checked 29 September 2026

General information for Indian founders, not advice on a particular company or a complete compliance calendar.