Overview
A real estate developer with multiple projects may run 5 to 15 separate SPV companies, each requiring independent annual filings, board meetings, and charge management. Project finance loans create charges that must be registered within 30 days of creation and satisfied promptly upon repayment — delays in charge satisfaction block refinancing and create issues in title searches by purchasers. Share allotments to investors in SPVs require proper documentation and timely ROC filing. RERA compliance, while not directly a secretarial matter, often requires corporate-level board resolutions and disclosures.
Key Compliance Obligations
Multi-SPV Annual Compliance
Each SPV is a separate legal entity requiring its own MGT-7, AOC-4, board meetings, and director compliance. A developer with 10 projects runs 10 separate compliance calendars. Consolidated tracking and advance deadline management is essential to prevent cascading defaults.
Charge Registration (CHG-1 / CHG-4)
Project finance loans — typically structured as term loans secured by a mortgage of the project land — create charges that must be registered via CHG-1 within 30 days. On repayment, CHG-4 must be filed promptly. Unregistered charges are void; unsatisfied charges on title remain a problem for flat purchasers' lenders.
Increase in Authorised Share Capital (SH-7)
SPVs frequently require capital infusion at various project stages. Before any new share allotment, authorised share capital must be increased if necessary via SH-7 filing within 30 days of the special resolution.
Share Allotment to Investors (PAS-3)
Structured equity investment in real estate SPVs — from PE funds, AIFs, or co-investors — requires PAS-3 filing within 15 days of allotment, along with private placement offer documentation under Section 42 if applicable.
Director & Registered Office Management
Changes in project management teams lead to frequent director changes (DIR-12 within 30 days). Registered office changes require INC-22. Many SPVs have nominee directors representing investors who need to be formally appointed and managed.
Common Compliance Failures
These are the gaps we most frequently encounter when onboarding real estate & construction clients — situations that require remediation before the company can present a clean compliance record to investors, lenders, or acquirers.
- CHG-4 not filed after loan repayment — charge appears active on MCA, blocking flat purchasers' home loans
- Multiple SPVs with missed annual filing deadlines — compounding default fees
- Allotment to PE fund without PAS-3 — regulatory filing gap discovered in AIF due diligence
- Authorised capital not increased before capital infusion — allotment technically void
- Board meeting frequency not maintained during project execution phase
Key Risk
An unsatisfied charge appearing on MCA portal blocks home loan disbursement for flat purchasers — a significant developer reputation and legal liability issue that surfaces at the final stage of a project.
How We Help
We provide end-to-end governance and compliance support for real estate & construction companies — from maintaining the annual compliance calendar to managing FEMA filings, structuring equity events, and preparing for investor due diligence. Every engagement is handled by a qualified governance and advisory professional with direct client access.