Post Incorporation Compliance in India: Checklist for Private Limited Companies
What every Private Limited Company should do after incorporation
Incorporating a company is the first step towards establishing a business. However, receiving the Certificate of Incorporation does not complete a company’s legal responsibilities. A newly registered Private Limited Company must fulfil several statutory requirements, complete initial formalities and maintain proper records within the prescribed timelines.
This Post Incorporation Compliance Checklist covers the key MCA forms, Board and auditor requirements, share certificates, statutory records, annual filings and important deadlines that companies should be aware of after incorporation.
Why Post-Incorporation Compliance Matters
Once the Registrar of Companies (ROC) issues the Certificate of Incorporation, the company becomes a separate legal entity. It must then establish its governance structure, maintain share capital records, organize accounting systems and complete the applicable statutory filings.
Understanding the compliance requirements after company registration helps directors meet their legal responsibilities and avoid additional fees, penalties and other regulatory consequences.
A properly maintained compliance calendar can help ensure that important requirements are completed within the prescribed time.
1. Initial Compliance after Company Incorporation
The first few weeks after incorporation involve important formalities relating to the Board, auditor and registered office. These are among the key first 30 days compliance requirements after company incorporation.
Hold the First Board Meeting – Within 30 Days
Under Section 173(1) of the Companies Act, 2013, the first Board Meeting is generally required to be held within 30 days of incorporation.
During this meeting, the company should:
- Prepare the meeting notice, agenda, attendance record and minutes.
- Take note of the Certificate of Incorporation, Memorandum of Association (MOA) and Articles of Association (AOA).
- Consider the appointment of the first auditor, opening of the company bank account and authorization of statutory filings.
- Record directors’ disclosures and establish a system for maintaining statutory registers and company records.
Appoint the First Auditor – Within 30 Days
Under Section 139(6) of the Companies Act, 2013, the Board is generally required to appoint the first auditor within 30 days of registration. If the Board fails to make the appointment, the members must follow the statutory appointment procedure within the prescribed period.
The company should:
- Obtain the auditor’s written consent and eligibility confirmation.
- Maintain the appointment resolution and related records.
- Check the current MCA filing rules and professional requirements to determine whether ADT-1 is required for the particular appointment.
The filing requirements should be verified based on the type of auditor appointment. The first auditor appointment and subsequent auditor appointments may involve different filing considerations.
Confirm the Registered Office
The company should verify the registered office address stated in its incorporation documents.
If the registered office was not fully established and verified through the incorporation process, Form INC-22 may need to be filed within 30 days under Section 12 of the Companies Act, 2013. This requirement depends on the details already submitted through the incorporation process.
The relevant supporting documents may include:
- Address proof.
- A recent utility bill.
- The property owner’s No Objection Certificate (NOC), where applicable.
- Lease or rental documents, where applicable.
2. Important MCA Forms and Compliance Due Dates
Understanding the mandatory MCA forms after incorporation helps companies identify the filings that may apply to their circumstances.
The following table provides an overview of commonly relevant forms and their general timelines.
MCA Form | Purpose | General Timeline |
INC-20A | Declaration of commencement of business | Within 180 days of incorporation for companies covered by Section 10A and having share capital |
INC-22 | Notice of situation of registered office | Generally within 30 days where a separate filing is required |
ADT-1 | Notice relating to auditor appointment | Verify the applicable rule and appointment type before filing |
DIR-12 | Director/KMP appointment, cessation or specified change | Generally within 30 days of the relevant event, where applicable |
PAS-3 | Return of allotment | Generally within 30 days of an allotment, subject to applicable rules |
MGT-14 | Specified resolutions and agreements | Generally within 30 days where filing is required under Section 117 and applicable rules |
AOC-4 | Filing of financial statements | Generally within 30 days of the AGM |
MGT-7 / MGT-7A | Annual return | Generally within 60 days of the AGM |
INC-20A Filing Due Date – Within 180 Days
One of the important requirements under post incorporation compliance in India is filing Form INC-20A, where Section 10A applies.
A company covered by Section 10A must not commence business or exercise borrowing powers until the required declaration is filed and the registered office verification requirement is met.
The declaration confirms that the subscribers have paid the value of the shares they agreed to take. The company should maintain proper evidence of the subscription money received.
The INC-20A filing due date is within 180 days of incorporation for companies covered by this provision.
3. Issue Share Certificates to Subscribers – Within 2 Months
Under Section 56(4)(a) of the Companies Act, 2013, share certificates for subscribers to the Memorandum of Association are generally required to be delivered within two months from the date of incorporation.
The company should complete the following steps:
- Verify the subscriber names, number and class of shares, and subscription amounts.
- Prepare share certificates in Form SH-1.
- Arrange execution of the certificates in accordance with the Companies Act and applicable Rules.
- Check and pay the applicable stamp duty.
- Update the Register of Members and retain evidence of delivery.
Difference Between SH-1 and INC-20A
SH-1 is the prescribed format for issuing share certificates. It is not an MCA e-form.
INC-20A is a separate declaration relating to the commencement of business and has its own 180-day filing deadline.
4. Maintain Statutory Records and Day-to-Day Compliance
Maintaining proper statutory records is an important part of Private Limited Company statutory compliance. Companies should establish their record-keeping processes from the beginning to ensure that the required information is available for future filings and regulatory requirements.
Depending on the company’s circumstances, the records may include:
- Register of Members and other registers required under the Companies Act.
- Directors’ disclosures, including MBP-1 and DIR-8, where applicable.
- Board and general meeting notices, agendas, attendance records, resolutions and minutes.
- Books of account, invoices, vouchers, bank statements and supporting financial records.
- Share capital records, share certificates and proof of subscription money received.
- A compliance calendar covering annual and event-based filings.
5. Tax, Employment and Business Registrations
Not every registration is mandatory for every company. The applicable requirements depend on the company’s business activities, turnover, employee strength, location and transactions.
As part of the post-registration compliance checklist, the company should review the following registrations and requirements:
- Bank Account: Complete the bank’s KYC and operational formalities.
- PAN and TAN: Verify the details issued through incorporation and assess applicable TDS obligations.
- GST Registration: Register where required by law or where voluntary registration is commercially appropriate.
- Tamil Nadu Professional Tax and Shops and Establishments: Check applicability based on the office location and business setup.
- EPFO and ESIC: Assess applicability under the relevant legislation and notifications.
- Udyam Registration: Consider registration where relevant to the company’s business.
- Import Export Code (IEC): Obtain it where applicable to import or export activities.
- Trademark and Sector-Specific Licenses: Consider the relevant registrations and licenses based on the nature of the business.
Many of these registrations do not have one universal post-incorporation deadline. Their applicability and timelines should be assessed separately.
6. First-Year Compliance for a Private Limited Company
Post-incorporation responsibilities continue beyond the initial formalities. A company must also complete its annual statutory filings and other applicable requirements during its first financial year.
The following are important components of the first-year compliance checklist for a Private Limited Company.
First Annual General Meeting (AGM)
For a company other than a One Person Company (OPC), the first Annual General Meeting is generally required to be held within nine months from the close of its first financial year.
For a company incorporated during a financial year ending on 31 March, the first financial year will ordinarily close on the following 31 March.
E-Form AOC-4 – Filing of Financial Statements
The company’s financial statements are generally required to be filed with the Registrar within 30 days of the AGM.
The attachments and applicable form variant depend on the company’s circumstances and the relevant filing requirements.
MGT-7 / MGT-7A – Filing of Annual Return
The annual return is generally required to be filed within 60 days of the AGM.
MGT-7A is intended for eligible One Person Companies and small companies. The company should confirm its eligibility before selecting the applicable form.
Other recurring or event-based requirements, such as DIR-3 KYC, DPT-3, MSME-1, charge-related forms and income-tax returns, should also be assessed separately based on applicability and the relevant period.
Not every form is mandatory for every newly incorporated company.
7. Maintain a Compliance Calendar
A structured compliance calendar helps directors monitor important deadlines and maintain an organised filing process.
The tracker should include:
- Company name and Corporate Identification Number (CIN).
- Date of incorporation.
- Description of the compliance requirement.
- Relevant section or rule.
- Applicable MCA form number.
- Trigger date and statutory due date.
- Responsible person.
- Required document checklist.
- Filing status and acknowledgement number.
The compliance calendar should be reviewed regularly and updated whenever the company appoints a director, allots shares, borrows money, changes its registered office or completes another reportable event.
8. Penalties for ROC Non-Compliance
Failure to complete statutory requirements within the prescribed timelines can result in additional MCA filing fees and penalties.
A late filing may involve two separate financial consequences: an additional fee payable when the relevant e-form is filed late and a penalty that may be imposed on the company and officers in default.
A repeat of the same offence within three years can attract double the fine under Section 451 of the Companies Act, 2013.
Need Support with Post-Incorporation Compliance?
Senthil & Associates assists businesses with company law and ROC compliance, Board documentation, statutory records and ongoing secretarial support.
A structured compliance review can help identify the requirements applicable to your company and keep important statutory deadlines on track.
Senthil & Associates
Company Law | ROC Filings | Secretarial Compliance
Website: senthilassociates.com
Disclaimer
This article is intended for general information and awareness only and does not constitute legal, tax or professional advice. Statutory requirements, MCA forms, filing procedures and due dates may change. Applicability depends on the company’s facts and the law in force. Please verify the latest Companies Act, applicable Rules, MCA instructions and relevant tax or regulatory requirements before taking action.
