Successfully registering your private limited company in India is just the beginning of your entrepreneurial journey. The real work starts with ensuring proper post incorporation compliance to maintain your company’s legal standing and avoid penalties. This comprehensive guide covers all critical steps you must take immediately after your company registration in India.
Why Post Incorporation Compliance Matters
Post incorporation compliance for private limited companies includes a broad range of obligations such as obtaining mandatory registrations, maintaining proper documentation, conducting board meetings and filing returns. Adherence to these compliances is crucial for maintaining transparency and legal standing.
Non-compliance can result in:
- Heavy penalties and fines
- Striking off your company from ROC records
- Legal complications for directors
- Loss of credibility with banks and investors
- Difficulty in raising funds or securing loans
15 Critical Steps After Company Registration
1. Obtain Certificate of Incorporation (Immediate Priority)
Your Certificate of Incorporation is the legal proof of your company’s existence. Once your company is registered with the Ministry of Corporate Affairs (MCA), the Registrar of Companies (ROC) will issue this certificate. This document is essential for all future business transactions and regulatory filings.
Key Points:
- Digital certificate is typically issued within 2-3 working days
- Keep multiple copies for various registrations
- Required for bank account opening and all government registrations
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2. Hold First Board Meeting (Within 30 Days)
As per Section 173(1) of The Companies Act 2013, the company shall hold a meeting of the Board of Directors in less than 30 days from the date of its incorporation.
First Board Meeting Agenda:
| S.N | Agenda | Status | Notes |
| 1 | To elect the Chairman of the meeting | Mandatory | The Board elects one director to preside over the meeting as the Chairman, ensuring orderly conduct and recording of proceedings. |
| 2 | To Grant leave of absence | Mandatory | This is formal approval to excuse directors who could not attend, recorded as per SS-1. |
| 3 | To authorize a person to record proceedings | Mandatory | As per Clause 7.3.1 of SS-1, the Board designates a person (often Company Secretary) to record minutes accurately. |
| 4 | Authorize a director to certify & circulate minutes | Mandatory | As per Clause 7.6.4 of SS-1, one director is empowered to authenticate and share the certified copy of minutes when required. |
| 5 | To note the Certificate of Incorporation issued by the Registrar of Companies | Mandatory | The Board formally acknowledges that the company has been legally incorporated and commenced its existence. |
| 6 | To take note of the Memorandum and Articles of Association of the company | Mandatory | Directors review and note the company’s governing documents as registered with the ROC. |
| 7 | Note Registered Office | Mandatory | The official address of the company, filed with the ROC under Section 12, is noted and confirmed. |
| 8 | To Confirm appointment of first directors | Mandatory | The names of first directors, as stated in the incorporation documents, are formally recorded in the Board’s minutes. |
| 9 | Record disclosure of interest (MBP-1) | Mandatory | Every director discloses their interests in other entities to comply with Section 184(1) of the Act; these are recorded. |
| 10 | Fix the financial year | Mandatory | The Board decides the financial year period (usually 1 April – 31 March) in line with Section 2(41). |
| 11 | Appointment of first auditors | Mandatory | As per Section 139(6), the first auditors must be appointed within 30 days of incorporation, to hold office until the first AGM. |
| 12 | Adopt common seal | Optional | The company may adopt a common seal if it chooses to use one; this is optional since 2015 but can be retained for formality. |
| 13 | Open bank account | Strongly recommended | The Board authorizes one or more directors to open and operate a current account in the company’s name. |
| 14 | Approve preliminary expenses/contracts | Optional | The Board reviews and ratifies pre-incorporation expenses and any contracts entered before incorporation. |
| 15 | Authorize issue of share certificates | Conditional | The Board approves preparation and issue of share certificates to initial subscribers within 2 months from incorporation (Section 56). |
| 16 | Take note of letterhead | Optional | The Board reviews the printed stationery and letterhead ensuring it contains the company’s full name, CIN, registered office, and contact details. |
| 17 | Authorize maintenance of statutory registers | Optional | A director is authorized to ensure statutory books and registers (e.g., Register of Members, Directors, etc.) are maintained properly under Section 88. |
| 18 | Any other matter | Optional | Provides flexibility to take up additional business items not listed in the circulated agenda, subject to majority consent. |
3. Open Corporate Bank Account (Within 30 Days)
Opening a corporate bank account is crucial for maintaining financial transparency and compliance. Company account is a current account ensures clear segregation between personal and business finances. It took almost 3-4 days to open a current account.
Required Documents for Bank Account Opening:
- Certificate of Incorporation
- PAN Card of the company
- GST Number (Many Banks Ask for GST such as HDFC)
- Memorandum and Articles of Association
- Board Resolution for account opening
- KYC documents of directors and shareholders
- Address proof of registered office
Pro Tip: Choose a bank that offers digital banking services and has good connectivity with payment gateways if you plan to operate online and also check is that bank will provide you loan if required in future.
4. File Form INC-20A (Declaration for Commencement of Business)
Form INC-20A is the declaration for commencement of business. If your company has share capital, you must file this form within 180 days of incorporation, confirming capital subscription by shareholders. Not filing it can freeze your company’s operations and invite penalties.
When to File:
- Within 180 days of incorporation
- Only required if your company has share capital
- Mandatory before starting commercial operations
Consequences of Non-Filing:
- Company operations may be suspended
- Penalties under Companies Act
- Difficulty in compliance with other regulations
5. Appoint First Auditor (Within 30 Days)
Every private limited company must appoint a statutory auditor within 30 days of incorporation by filing Form ADT-1 with the ROC.
First Auditor Appointment Process:
- Board resolution for auditor appointment
- Consent letter from the auditor
- Filing of ADT-1 form within 30 days
- Payment of prescribed fees
Key Requirements:
- Must be a practicing Chartered Accountant
- Should provide consent for appointment
- Appointment is valid until first Annual General Meeting (AGM)
6. Issue Share Certificates (Within 2 Months)
Share certificates serve as proof of ownership for shareholders and must be issued within 2 months of incorporation or allotment of shares.
Share Certificate Requirements:
- Must contain company name and registration number
- Number of shares held by each shareholder
- Distinctive numbers of shares
- Signatures of at least two directors
- Company’s common seal (if adopted)
7. GST Registration (If Applicable)
GST registration becomes mandatory if your annual turnover exceeds the threshold limit or if you’re engaged in inter-state supply of goods/services.
GST Registration Thresholds (2025):
- General category: ₹40 lakhs for goods, ₹20 lakhs for services
- Special category states: ₹20 lakhs for goods, ₹10 lakhs for services
- Mandatory regardless of turnover for inter-state transactions
Benefits of Early GST Registration:
- Input tax credit benefits
- Enhanced business credibility
- Easier compliance with customer requirements
- Access to government tenders and contracts
8. TAN Registration for Tax Deduction
If your company plans to deduct tax at source (TDS), you must obtain a Tax Account Number (TAN) from the Income Tax Department.
When TAN is Required:
- Making salary payments above ₹2.5 lakhs annually
- Rent payments exceeding ₹2.4 lakhs annually
- Professional fee payments above ₹30,000 annually
- Interest payments on deposits/loans
9. Employee Compliance Registrations
If you plan to hire employees, register under various labor laws based on your workforce size and location.
Mandatory Employee Registrations:
ESI Registration:
- Required if employing 10+ employees
- Monthly contribution: 3.25% of wages (employer) + 0.75% (employee)
- Provides medical benefits to employees
- Mandatory for organizations with 20+ employees
- Monthly contribution: 12% each from employer and employee
- Retirement and provident fund benefits
Professional Tax Registration:
- State-specific requirement
- Varies by state (Maharashtra, West Bengal, Karnataka, etc.)
- Monthly deduction from employee salaries
Labour License:
- Required under Shops and Establishments Act
- Varies by state regulations
- Covers working hours, wages, and employee welfare
10. Conduct Annual General Meeting (Within 6 Months)
Your company’s first Annual General Meeting (AGM) must be held within 6 months of incorporation, even if no business transactions have occurred.
First AGM Agenda:
- Adoption of first year’s financial statements
- Appointment of auditors for subsequent year
- Declaration of dividend (if applicable)
- Director’s report presentation
- Any other business matters
11. Maintain Statutory Books and Records
Proper maintenance of statutory books is mandatory under the Companies Act 2013.
Essential Statutory Books:
- Register of Members
- Register of Directors and KMP
- Register of Charges
- Minutes Book (Board and General Meetings)
- Books of Account
- Register of Contracts and Arrangements
- Foreign Register (if applicable)
12. Digital Signature Certificate (DSC) for Directors
All directors must obtain Digital Signature Certificates for filing various forms and documents with MCA.
DSC Requirements:
- Class 2 or Class 3 DSC from authorized agencies
- Valid for 2 years
- Required for all MCA filings
- Each director needs individual DSC
13. File Annual Returns and Financial Statements
Your company must file annual returns and financial statements within prescribed timelines.
Annual Filing Requirements:
Form AOC-4 (Financial Statements):
- Filing deadline: Within 30 days of AGM
- Contains Profit & Loss account and Balance Sheet
- Auditor’s report must be attached
Form MGT-7 (Annual Return):
- Filing deadline: Within 60 days of AGM
- Contains company’s annual information
- Details of shareholders, directors, and meetings
14. Obtain Import Export Code (IEC) – If Required
If your company plans to engage in import-export business, obtain an Import Export Code from the Directorate General of Foreign Trade (DGFT).
IEC Requirements:
- Mandatory for any import/export activity
- Valid for lifetime (no renewal required)
- Can be obtained online through DGFT portal
- Required documents: Company registration certificate, PAN, bank certificate
15. Professional Tax and Other State Registrations
Register for state-specific taxes and compliance requirements based on your business location and activities.
State-Specific Registrations:
- Professional Tax (varies by state)
- Value Added Tax (VAT) – if applicable
- Entry Tax registration
- Pollution Control Board clearance (for manufacturing)
- Fire Department NOC (for certain businesses)
- Municipal Corporation trade license
Post-Incorporation Compliance Timeline
| Timeline | Compliance Requirement | Form/Action |
| Immediately | Obtain Certificate of Incorporation | Automatic from ROC |
| Within 30 days | First Board Meeting | Board Resolution |
| Within 30 days | Appoint First Auditor | Form ADT-1 |
| Within 30 days | Open Corporate Bank Account | Bank Documentation |
| Within 2 months | Issue Share Certificates | Physical/Electronic |
| Within 6 months | First Annual General Meeting | AGM Proceedings |
| Within 180 days | File INC-20A | Declaration Form |
| Ongoing | Maintain Statutory Books | Record Keeping |
| Annual | File Annual Returns | AOC-4, MGT-7 |
| As Required | GST, TAN, Labor Registrations | Various Forms |
Common Mistakes to Avoid
Delayed Form INC-20A Filing
Many companies forget to file this crucial form within 180 days, leading to operational restrictions and penalties.
Inadequate Record Keeping
Poor maintenance of statutory books can result in compliance issues during inspections or audits.
Missing Board Meeting Requirements
Every company must conduct a minimum of 4 board meetings during the calendar year at stipulated intervals. Ensure proper scheduling and documentation.
Ignoring State-Specific Compliances
Each state has unique requirements for professional tax, labor laws, and business licenses.
Delayed Employee Registrations
Register under labor laws before hiring to avoid penalties and ensure employee benefits.
Conclusion
Post-incorporation compliance is not just a legal requirement but a foundation for sustainable business growth. By following this comprehensive checklist, you ensure your private limited company remains in good standing with all regulatory authorities.
Remember that compliance is an ongoing process, not a one-time activity. Regular monitoring, timely filings, and proper documentation will protect your business from legal complications and penalties while building credibility with stakeholders.
Key Takeaways:
- Start compliance activities immediately after incorporation
- Maintain accurate records and statutory books
- Meet all filing deadlines to avoid penalties
- Consider professional assistance for complex requirements
- Stay updated with regulatory changes and amendments
For complex compliance requirements or if you’re unsure about any aspect, consult with qualified professionals such as Company Secretaries, Chartered Accountants, or corporate lawyers who specialize in Indian corporate law.
Your company’s success depends not just on a great business idea, but also on maintaining proper legal and regulatory compliance from day one. Invest in compliance today to build a strong foundation for your business tomorrow.
