Post-Incorporation Compliance Checklist

Starting a company is a major milestone, but incorporation is only the beginning. The Companies Act, 2013 and related MCA rules require several post-incorporation actions that every new company must complete within specific timelines. Non-compliance may result in penalties, disqualification of directors or even striking off the company’s name from the Register of Companies (ROC).

This guide presents an officially aligned Post-Incorporation Compliance Checklist for companies in India.

1. First Board Meeting (within 30 days of incorporation)

• Every company must hold its first Board Meeting within 30 days of incorporation.
• Key matters to be discussed and approved include:
• Appointment of the first statutory auditor.
• Opening of a bank account in the company’s name.
• Approval of preliminary expenses.
• Fixation of financial year.
• Disclosure of interest by directors (Form MBP-1).
• Adoption of registers and minute books.
• Authentication of the common seal (if the company chooses to have one).

2. Appointment of First Auditor (Form ADT-1)

• The Board of Directors must appoint the first statutory auditor within the duration of 30 days from the date of incorporation.
• If the Board fails, shareholders must appoint the auditor within the duration of 90 days at an Extraordinary General Meeting (EGM).
• The first auditor holds office until the conclusion of the first Annual General Meeting (AGM).
• Filing of Form ADT-1 with the ROC within 15 days of appointment is required to notify the appointment officially.

3. Verification of Registered Office (Form INC-22)

Every company must verify its registered office by filing Form INC-22 within 30 days of incorporation, in case it has not been verified during incorporation. If the company changes its registered office later, the same form must be used to inform the ROC within the prescribed period.

4. Issue of Share Certificates

• Companies must issue share certificates to subscribers within 60 days from the date of incorporation or allotment.
• The certificates must be signed by two directors and the company secretary (if appointed).
• A Register of Members must be maintained to record all shareholder details.

5. Deposit of Share Capital and Filing of Form INC-20A

• Subscribers must deposit the amount of share capital mentioned in the Memorandum of Association into the company’s bank account.
• The company must file Form INC-20A (Declaration for Commencement of Business) within the duration of 180 days of incorporation.
• The declaration confirms that the company has received the subscription money and verified its registered office.
• Without filing INC-20A, the company cannot commence business operations or borrow funds.

6. Opening of Bank Account

A company must open a current bank account in its name by submitting:

• Certificate of Incorporation.
• Memorandum and Articles of Association (MOA & AOA).
• PAN of the company.
• KYC documents of directors and authorised signatories.
• Board resolution authorising account opening.

This account is used for receiving share capital and carrying out business transactions.

7. Display of Company Information

As per MCA rules, the company must display the following information at its registered office and on its website:

• Company’s name.
• Corporate Identification Number (CIN).
• Registered office address.
• Email ID and phone number.
• GSTIN (if applicable).

8. Maintenance of Statutory Registers and Records

Every company must maintain and update the following statutory registers at its registered office:

• Register of Members.
• Register of Directors and Key Managerial Personnel.
• Register of Charges.
• Register of Loans, Guarantees and Investments.
• Register of Contracts and Arrangements (Form MBP-4).
• Minutes Book of Board Meetings and General Meetings.
• Books of Accounts and vouchers.

These serve as legal evidence of compliance and must be updated regularly.

9. Appointment of Company Secretary / KMP (if applicable)

• Every company whose paid-up share capital exceeds ₹10 crore must appoint a whole-time Company Secretary under Section 203 of the Companies Act, 2013.
• Appointment of directors, KMP or CS must be filed with ROC in Form DIR-12 within 30 days of appointment.

10. Statutory Registrations (as applicable)

Some registrations depend on the company’s operations, turnover and location.

These include:

• GST Registration: Required if turnover exceeds ₹40 lakh (₹20 lakh for services) or if engaged in inter-state supply, e-commerce or import/export.
• Shops and Establishment License: Must be obtained under the State Shops & Establishment Act within 30 days of commencing business.
• Professional Tax Registration: Mandatory in states such as Maharashtra, Karnataka and West Bengal within 30 days of incorporation.
• TAN Application: For deduction and deposit of Tax Deducted at Source (TDS).
• EPF/ESI Registration: Mandatory once the employee threshold is reached.
• Trademark Registration (optional): It is recommended to protect the company’s brand name and logo.

11. Annual ROC Compliances

After incorporation, every company must file the following annual compliances with the ROC: - 

12. Holding of Annual General Meeting (AGM)

1. The first AGM must be held within the duration 9 months from the end of the company’s first financial year.
2. Subsequent AGMs must be held within 6 months from the end of each financial year.
3. Key matters to be discussed include:
• Adoption of financial statements.
• Declaration of dividends (if any).
• Appointment or re-appointment of auditors and directors.

13. Income Tax and Audit Compliance

• Maintain proper books of accounts and vouchers at the registered office.
• Get accounts audited by a Chartered Accountant as per statutory requirements.
• File annual Income Tax Return for the company (generally by 31 October each year).
• Apply for and maintain a TAN for TDS deductions and deposit.

14. Event-Based Filings

Certain events trigger mandatory filings with the ROC:

15. Importance of Compliance

Maintaining statutory compliance ensures:

• Smooth and transparent business operations.
• Protection from penalties or legal actions.
• Enhanced credibility with banks, investors and government bodies.
• Eligibility for government tenders, funding and startup benefits.

Conclusion

Complying with post-incorporation requirements may seem complex, but it is essential for long-term stability and legal security. Regular adherence to the MCA timelines builds investor trust, confidence and also ensures that your company remains in good standing with the Registrar of Companies.

If you’re a new entrepreneur, it’s advisable to consult a Company Secretary or legal professional to create a compliance calendar tailored to your business and stay focused on growth with confidence.