Receiving the certificate of incorporation is only the first step. A new private limited company has a series of time-bound obligations in its first six months, and most penalties we see for young companies come from missing one of them. Use this checklist from the date on your certificate of incorporation.
Within 30 days
- Hold the first board meeting. Every company must hold its first board meeting within 30 days of incorporation. Typical business includes noting the certificate of incorporation, confirming the registered office, adopting a common seal (optional), authorising the bank account and appointing the first auditor.
- Take directors' disclosures. At the first board meeting, each director discloses their interest in other entities (Form MBP-1) and declares that they are not disqualified (Form DIR-8).
- Appoint the first auditor. The board must appoint the first statutory auditor within 30 days of incorporation. If it does not, the shareholders must do so at an extraordinary general meeting within 90 days. The first auditor holds office until the end of the first AGM.
- Display the company's name. The company's name, registered office address and CIN must be displayed outside the registered office and printed on letterheads, invoices and other official documents.
Within 60 days
- Issue share certificates. Share certificates must be issued to the subscribers to the Memorandum within two months of incorporation, with stamp duty paid as applicable.
- Demat of shares, where required. Private companies that are not small companies must issue securities in dematerialised form and obtain an ISIN under the Companies (Prospectus and Allotment of Securities) Rules. Plan this early if your company will grow beyond the small company limits or raise funds.
Within 180 days
- Receive the subscription money. Each subscriber pays for their shares into the company's bank account.
- File INC-20A. The declaration of commencement of business, with proof that the subscription money has been received, must be filed within 180 days of incorporation. The company should not start business or borrow until it is filed. The penalty for default is ₹50,000 on the company, with further penalties on officers, and the ROC can strike the company off.
Registrations to consider
Not every registration applies to every company. The common ones are:
- GST registration — when turnover crosses the threshold or the business makes inter-state supplies, sells through e-commerce operators, or falls in another compulsory category. If you did not opt for it in AGILE-PRO-S, apply before you start making taxable supplies. See our GST services.
- Professional tax — employers in Telangana must register and deduct professional tax from salaries.
- Shops and establishments registration — for offices and commercial premises, under the Telangana state law where applicable.
- EPF and ESI — when the number of employees reaches the statutory limits.
- Udyam (MSME) registration — optional, but gives access to MSME benefits and protection against delayed payments.
- Import Export Code (IEC) — for companies that import or export goods or services.
- Startup India (DPIIT) recognition — for eligible startups, subject to age, turnover and innovation criteria, and the starting point for some tax benefits.
- Trademark — file for your brand name and logo as soon as possible.
Throughout the first year
- Books of account must be maintained at the registered office from the date of incorporation, on an accrual basis and under double-entry. See our accounting and bookkeeping service.
- Statutory registers — register of members, directors and key managerial personnel, and charges — and minutes of board and general meetings must be kept up to date.
- TDS must be deducted on salaries, rent, professional and contractor payments, and deposited and reported in quarterly returns, using the company's TAN.
- Board meetings — after the first meeting, at least four a year with no more than 120 days between two meetings (two a year for small companies).
- First financial year — normally ends on the 31 March after incorporation. A company incorporated on or after 1 January can choose to close its first financial year on 31 March of the following year.
- First AGM — within nine months of the end of the first financial year. Annual ROC filings (AOC-4 and MGT-7 or MGT-7A) and the income tax return follow; see our annual compliance calendar.
Frequently asked questions
When should the first board meeting be held after incorporation?
Within 30 days of the date of incorporation.
When must the first auditor of a company be appointed?
The board must appoint the first auditor within 30 days of incorporation. If it does not, the shareholders must appoint one at an extraordinary general meeting within 90 days.
What is the due date for filing INC-20A?
Within 180 days of incorporation, after the subscribers have paid for their shares into the company's bank account.
Is GST registration mandatory for a new company?
Only if turnover crosses the applicable threshold or the business falls in a compulsory category, such as inter-state supply of goods or selling through e-commerce operators.
How we help
ASKN & Co. LLP sets up new companies with a compliance calendar from the day they are incorporated, prepares board minutes and registers, files INC-20A and all ROC forms, and handles tax registrations, accounting and the first audit. See our company registration and ROC compliance service, or start with our guide to company incorporation dos and don'ts.
This article is general information based on the law as at the date shown and is not professional advice. Please consult us before acting on it.