Overview
Event-based compliance refers to the legal and regulatory filings that companies and LLPs must undertake whenever a specific event occurs in their business lifecycle. Unlike annual or periodic compliances, which are routine in nature, event-based compliances are triggered only upon the occurrence of certain actions — such as the appointment or resignation of directors, increase in share capital, transfer of shares or shifting of the registered office.
These compliances are mandatory under the Companies Act, 2013, the LLP Act, 2008, and related rules, ensuring that company records remain accurate, transparent and legally valid in the Ministry of Corporate Affairs (MCA) database.
Why Event-Based Compliance is Important?
- Legal Mandate: Statutory requirement under Indian corporate laws.
- Transparency & Accountability: Keeps shareholders, regulators and stakeholders informed.
- Avoids Penalties: Timely filings prevent heavy fines, interest and disqualification.
- Maintains Good Standing: Ensures the company remains compliant and “active” on MCA records.
- Investor & Lender Confidence: Up-to-date records boost credibility during fundraising, loans, and due diligence.
Process of Event-Based Compliance
- Identify the Event – Appointment of director, alteration of share capital, change of address, etc.
- Board/Shareholder Resolution – Convene the necessary meeting and pass a resolution.
- Prepare Documentation – Draft resolutions, agreements, and statutory forms.
- File with MCA/ROC – Submit e-forms (e.g., DIR-12, PAS-3, MGT-14, INC-22, etc.).
- Pay Fees – Pay government filing fees and additional late fees if applicable.
- Update Records – Maintain statutory registers and internal company records.
Key Event-Based Compliances & Timelines
| Event | Form | Timeline |
| Appointment/resignation of directors | DIR-12 | Within 30 days |
| Change in registered office | INC-22 | Within 15 days |
| Alteration of authorized share capital | SH-7 | Within 30 days |
| Allotment of shares | PAS-3 | Within 15 days of allotment |
| Resolutions requiring filing | MGT-14 | Within 30 days |
| Disclosure of significant beneficial ownership | BEN-2 | Within 90 days of receiving BEN-1 |
| Change in place of keeping registers | AOC-5 | Within 7 days |
| Creation/modification of charge | CHG-1 / CHG-9 | Within 30 days (extendable) |
| Satisfaction of charge | CHG-4 | Within 30 days (extendable up to 270 days with additional fees) |
Documents Required
Depending on the event, common documents include:
- Certified true copy of board/shareholder resolutions.
- Altered Memorandum of Association (MOA) / Articles of Association (AOA).
- Share transfer agreements, if applicable.
- Consent letters of directors.
- Identity & address proofs of directors/shareholders.
- Proof of registered office (utility bill, lease agreement).
- Statutory forms such as DIR-12, PAS-3, SH-7, INC-22, MGT-14, BEN-2, etc.
Fees
- Government Filing Fees – Vary based on company’s authorized share capital and event type.
- Professional Fees – Payable to CA/CS/legal professionals for filings.
- Additional Fees – Levied for late filing; calculated on a per-day basis or as fixed penalties.
Benefits of Event-Based Compliance
- Ensures legal recognition of business changes.
- Protects directors/officers from liability.
- Strengthens corporate governance.
- Facilitates fundraising and due diligence.
- Prevents business disruptions due to legal non-compliance.
Consequences of Non-Compliance
- Heavy monetary penalties and additional filing fees.
- Directors’ disqualification under Section 164 of Companies Act, 2013.
- Legal action and notices from ROC.
- Company marked as “non-compliant” or inactive in MCA records.
- Negative impact on fundraising, investor trust, and loan approvals.
FAQs
It refers to statutory filings and processes that companies and LLPs must complete when a specific corporate event occurs, such as director changes, share capital modifications, or office relocation.
Annual compliance is routine (e.g., annual return, financial statements), while event-based compliance is triggered only upon a particular event.
Appointment/resignation of directors, share transfer, increase in share capital, alteration of MOA/AOA, and change in registered office.
The Board of Directors and Company Secretary (if appointed). Many companies also hire professionals (CS/CA) to manage it.
DIR-12, PAS-3, SH-7, INC-22, MGT-14, BEN-2, CHG-1, CHG-4, AOC-5, among others.
The company must pay additional fees; in some cases, directors face disqualification or legal action.
Yes. For example, LLPs must file changes in partners, office or business activities.
Between 7 to 30 days for most events, but timelines can extend (e.g., BEN-2 is 90 days).
Not mandatory, but strongly advised to avoid errors, penalties, and ensure proper drafting
Additional fees are charged per day of delay. In some cases, hefty fixed penalties apply to both the company and its officers.
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