Why Post-Incorporation Compliance Matters
Congratulations on registering your company. But registration is just the beginning. The Companies Act, 2013 mandates several compliances that must be completed within specific timelines after incorporation. Missing these can result in penalties ranging from Rs 1 lakh to Rs 5 lakh and even striking off of the company.
This checklist covers everything you need to do in the first year after incorporation.
Immediate Steps (Within 30 Days)
1. Open a Company Bank Account
Timeline: As soon as possible (ideally within 1 week)
Visit a bank with:
- •Certificate of Incorporation
- •PAN Card of the company
- •Board Resolution authorizing the signatory
- •KYC of all directors
- •MOA and AOA
Tip: Many banks now offer zero-balance current accounts for startups. SBI, ICICI, and HDFC have startup-specific account packages.
2. Hold the First Board Meeting
Timeline: Within 30 days of incorporation
- •Appoint the first auditor (within 30 days, to hold office until the first AGM)
- •Authorize opening of bank account
- •Approve the registered office address
- •Issue share certificates to subscribers
- •Approve the use of common seal (if any)
Document: Minutes of the meeting must be maintained.
3. Issue Share Certificates
Timeline: Within 60 days of incorporation
Issue physical or electronic share certificates to all subscribers mentioned in the MOA.
4. File Commencement of Business Declaration (INC-20A)
Timeline: Within 180 days of incorporation
This declaration confirms that:
- •Every subscriber has paid the value of shares agreed in the MOA
- •The registered office is verified
Penalty for non-filing: Rs 50,000 on the company and Rs 1,000/day on directors.
Within 60-90 Days
5. Apply for GST Registration (If Applicable)
Register for GST if:
- •Expected turnover exceeds Rs 40 lakh (Rs 20 lakh for services)
- •You plan to sell interstate
- •You plan to sell on e-commerce platforms
6. Register for MSME/Udyam
Cost: Free
Timeline: Can be done anytime, but sooner is better
Benefits of Udyam registration:
- •Government subsidies and schemes
- •Lower interest rates on bank loans
- •Priority in government tenders
- •Delayed payment protection
- •Exemption from certain direct taxes
7. Register on TReDS Platform
If you are a micro/small enterprise, register on TReDS (Trade Receivables Discounting System) to access invoice discounting against large buyers.
8. Appoint Company Auditor (ADT-1)
Timeline: Within 15 days of the Board Meeting where auditor is appointed
File Form ADT-1 with the RoC to inform them about the auditor appointment. The first auditor holds office until the conclusion of the first AGM.
Within 6 Months
9. Hold Additional Board Meetings
Requirement: Minimum 4 board meetings per year with not more than 120 days gap between two meetings.
10. Register for Professional Tax
Mandatory in some states (Maharashtra, Karnataka, West Bengal, etc.) if you have employees.
11. Register for Shops and Establishments Act
Required in most states if you have a physical office with employees.
12. Apply for Trademark Registration
Protect your brand name and logo early. A trademark application costs Rs 4,500 (for startups with DPIIT recognition) and provides 10 years of protection.
Annual Compliance (First Year)
13. Statutory Audit
Your auditor must audit the financial statements before the AGM. Even if you had zero turnover, audit is mandatory.
14. Annual General Meeting (AGM)
Timeline: Within 18 months of incorporation (for the first AGM)
At the AGM:
- •Adopt audited financial statements
- •Appoint/reappoint auditor
- •Declare dividends (if any)
- •Any other ordinary/special business
15. File Annual Returns
| Filing | Form | Due Date |
|---|---|---|
| Financial Statements | AOC-4 | Within 30 days of AGM |
| Annual Return | MGT-7/MGT-7A | Within 60 days of AGM |
| Income Tax Return | ITR-6 | September 30 |
| DIR-3 KYC | DIR-3 KYC | September 30 |
Penalty Summary for Non-Compliance
| Non-Compliance | Penalty |
|---|---|
| Not filing INC-20A | Rs 50,000 + Rs 1,000/day |
| Missing Annual Return | Rs 100/day (up to company's actual fees) |
| Not holding AGM | Rs 1,00,000 + Rs 5,000/day |
| Not holding Board Meetings | Rs 25,000 per director |
| Not appointing auditor | Rs 5,00,000 on company |
| Non-filing of ITR | Rs 5,000-10,000 + interest |
How Setup India Helps
Our Enterprise Plan (Rs 7,999) includes 6 months of post-incorporation compliance support:
- •Dedicated CA/CS for compliance guidance
- •Reminders for all filing deadlines
- •Assistance with GST and MSME registration
- •Board meeting minute templates
- •Annual compliance calendar
Our Growth Plan (Rs 3,999) includes a comprehensive Post-Incorporation Compliance Guide that walks you through every step.
Get started with Setup India and never miss a compliance deadline.