Mandatory Post-Incorporation Compliance for a Private Limited Company

Private Limited Company compliance after incorporation is an important responsibility for every newly incorporated company. Receiving the Certificate of Incorporation is only the beginning. The company must complete certain statutory requirements within the prescribed time and continue to maintain its records, filings and other applicable compliances under the Companies Act, 2013.

Some compliances have fixed deadlines. Some are ongoing. Others depend on the company’s activities, transactions, size and applicable exemptions.

The following is a practical post-incorporation compliance checklist for a Private Limited Company.

1. Confirm the Registered Office

The company must have a registered office capable of receiving official communications and notices.

The registered office is required to be established within 30 days of incorporation.

Where the registered office details are required to be filed separately, Form INC-22 should be filed within the prescribed time.

Keep the following documents safely:

Address proof
Ownership/rent documents
Utility bill, where applicable
NOC from the owner, where required
Other supporting documents

The registered office should also be properly displayed and maintained.

2. Open Company’s Bank Account

The next practical step is to open a bank account in the company’s name.

The company should operate through its own bank account.

Avoid mixing company transactions with the personal bank accounts of directors or shareholders.

The bank account will normally be required for:

Receiving share capital
Paying company expenses
Receiving customer payments
Paying vendors
Paying taxes and statutory dues
Maintaining a proper audit trail

The Board should authorise the persons who will operate the bank account.

3. Bring in the Subscribed Share Capital

The subscribers should pay the amount agreed to be taken by them towards their shares.

For example, if the subscriber has agreed to take shares worth ₹1,00,000, the amount should actually be brought into the company in accordance with the applicable requirements.

Keep proper evidence of the payment.

Bank statement and transaction details should be preserved.

This is particularly important for compliance with Section 10A where applicable.

4. Hold the First Board Meeting

The first Board Meeting should be held within 30 days from the date of incorporation.

A newly incorporated company can take several important matters on record at this meeting.

These may include:

Certificate of Incorporation
Memorandum and Articles of Association
Registered office
First statutory auditor
Bank account and authorised signatories
Share capital received
Issue of share certificates
Directors’ disclosures
Common business and statutory matters

Proper notice, agenda and minutes should be maintained.

5. Appoint the First Statutory Auditor

The Board of Directors must appoint the first auditor (a practicing CA or firm of a CA) within 30 days of registration. The first auditor generally holds office until the conclusion of the company’s first Annual General Meeting (AGM). (Filing Form ADT-1 for the first auditor is best corporate practice to establish clean RoC records).

The auditor’s consent and eligibility certificate should be obtained and properly recorded.

If the Board fails to appoint the auditor within the prescribed period, the members are required to take the necessary action as provided under the Companies Act.

6. Issue Share Certificates

The company should issue share certificates to its subscribers within the period prescribed under the Companies Act.

For shares subscribed to at incorporation, the share certificate is generally required to be delivered within two months from the date of incorporation.

The details should match:

MOA → Shareholding → Register of Members → Share Certificate → Financial Records

Consistency between these records is important.

7. File Form INC-20A (Commencement of Business)

This is mandatory under Section 10A. A company cannot execute contracts, start operations, or borrow capital until this filing is approved by the RoC.

The declaration is filed in Form INC-20A. It is generally required within 180 days from the date of incorporation.

The declaration confirms that the subscribers have paid the value of the shares agreed to be taken by them.

The required registered-office compliance should also have been completed.

Do not treat INC-20A as a routine formality. It is a statutory requirement with a specific time limit.

Director Interest Disclosures (Form MBP-1): Every director must disclose their business interests, partnerships, or directorships in other entities to the board under Section 184(1).

8. Maintain Statutory Registers and Records

A company is not compliant simply because its MCA forms have been filed.

It also needs to maintain the records required under the Companies Act and applicable rules.

Depending on the company and its circumstances, these may include:

Register of Members
Register of Directors and KMP
Register of Directors’ Shareholding
Minutes of Board Meetings
Minutes of General Meetings
Registers of contracts and arrangements
Directors’ disclosures
Share certificates and related records

The exact registers should be checked based on the company’s applicability.

9. Maintain Proper Books of Account

The company should maintain proper books of account and supporting documents from the beginning.

Do not wait until the end of the financial year.

A newly incorporated company may already have transactions such as:

Share capital
Incorporation expenses
Professional fees
Bank charges
Office expenses
Director-related transactions
Loans or advances
GST transactions
Other statutory payments

All applicable transactions should be properly recorded.

No sales does not necessarily mean no accounting.

10. Maintain Directors’ Disclosures (MBP-1)

Directors have certain disclosure requirements under the Companies Act.

For example, directors are required to disclose their interests in other entities in the prescribed manner.

Such disclosures should be obtained and maintained properly.

They should also be updated whenever required.

11. Use the Company’s Name and Details Correctly

The company should use its registered name and other prescribed particulars correctly on applicable documents.

This may include:

Invoices
Letterheads
Official Letters
Notices
Publications
Business Documents

The CIN, registered office address and other prescribed details should be mentioned wherever required.

This is a simple compliance point.

It is also one that newly incorporated companies often overlook.

Ongoing Compliance After Incorporation

The first few compliances are not the end.

The company has continuing obligations throughout the year.

12. Hold Board Meetings

Board Meetings have to be conducted as prescribed under the Companies Act.

For companies to which the normal provisions apply, there should generally be at least four Board Meetings in a financial year, with not more than 120 days between two consecutive meetings.

Certain companies, including eligible small companies and One Person Companies, have specific relaxations.

Therefore, the Board Meeting calendar should be prepared according to the company’s actual status.

13. Record Board and General Meeting Minutes

Minutes are an important statutory record.

The company should properly record the proceedings of:

Board Meetings
General Meetings

Minutes should be prepared, maintained and authenticated in accordance with the applicable provisions.

Important decisions should not simply remain as informal WhatsApp messages or emails.

14. Review Event-Based ROC Compliance

Not every MCA form applies to every company.

Additional filings may arise when the company undertakes a particular transaction.

For example:

Change in directors
Change in registered office
Allotment of further shares
Transfer of shares
Increase in share capital
Loans or investments
Related party transactions
Significant beneficial ownership
Charges on company assets
Other specified events

A new transaction can create a new compliance.

Therefore, ROC compliance should be reviewed whenever there is a significant change or transaction.

Annual Compliance of a Private Limited Company

15. Prepare Financial Statements

The company has to prepare its financial statements in accordance with the applicable provisions.

The financial statements should properly reflect the company’s financial position and transactions for the year.

This applies even where the company has limited activity.

16. Complete Statutory Audit

Companies are generally subject to statutory audit under the Companies Act.

The books and financial statements should therefore be kept ready for the statutory auditor.

A company with no turnover should not automatically assume that there is no audit requirement.

17. Hold the Annual General Meeting

The company is required to hold its Annual General Meeting within the time prescribed under the Companies Act.

For a newly incorporated company, the first AGM requires particular attention.

The first AGM is generally required to be held within nine months from the close of the first financial year.

For subsequent years, the AGM is generally required within six months from the close of the financial year, subject to the applicable provisions.

18. File Financial Statements with ROC

The company’s financial statements and applicable documents have to be filed with the Registrar of Companies within the prescribed time.

The applicable filing is generally made through Form AOC-4, MGT-7/7A or the relevant applicable form.

The exact form and attachments depend on the company’s category and applicable requirements.

19. File the Annual Return

The company is also required to file its annual return with the ROC.

The applicable form may be MGT-7 or MGT-7A, depending on the company’s eligibility and applicable provisions.

Remember:

Financial statement filing and annual return filing are two separate compliances.

Both need to be tracked.

20. File the Income Tax Return

A company should also comply with the applicable provisions of the Income-tax Act.

A company generally has to file its income-tax return every year.

The tax audit requirement, where applicable, is determined under the Income-tax Act and not merely by the fact that the company is incorporated.

GST, TDS and Other Compliances

These compliances should be considered separately.

They do not automatically apply merely because a company has been incorporated.

GST

GST registration and return filing depend on the company’s business activities and applicable provisions.

If registered under GST, the company must follow the applicable GST return and compliance requirements.

TDS

Where TDS provisions apply, the company must deduct, deposit and report TDS within the prescribed timelines.

Other Laws

Depending on the company’s activities and circumstances, additional requirements may arise under:

PF / ESI
Professional Tax
MSME reporting
FEMA
Labour laws
Sector-specific laws
Other applicable regulations

Applicability should be checked separately.

What If the Company Has Not Started Business?

This is a common question.

“Our company has no sales. Do we still need to comply?”

In many cases, yes.

No sales does not automatically mean no compliance.

The company may still have:

Share capital
Bank charges
Professional fees
Audit expenses
Incorporation expenses
Director transactions
ROC filing requirements
Income-tax requirements

Therefore, even an inactive or newly incorporated company should have its compliance position reviewed.

Simple Post-Incorporation Timeline

Immediately After Incorporation

✓ Confirm registered office
✓ Open company bank account
✓ Bring in subscribed share capital

Within 30 Days

✓ First Board Meeting
✓ Appointment of first auditor

Within 2 Months

✓ Issue share certificates to subscribers

Within 180 Days

✓ File INC-20A, where applicable

Throughout the Year

✓ Maintain books of account
✓ Maintain statutory registers
✓ Hold required Board Meetings
✓ Maintain minutes
✓ Obtain directors’ disclosures
✓ Review event-based ROC filings
✓ Complete GST/TDS and other applicable compliances

At the End of the Financial Year

✓ Prepare financial statements
✓ Complete statutory audit
✓ Hold AGM
✓ File financial statements with ROC
✓ File annual return
✓ File income-tax return
✓ Complete other applicable annual compliances

One Important Point for Promoters

Incorporation is not the end of compliance.
It is the beginning.
A company should have a compliance calendar from the very first month.
Do not wait for an MCA notice.
Do not wait for the annual filing season.
Keep the books updated.
Keep statutory records updated.
Track due dates.
Review every major transaction before it is completed.
This simple approach can prevent avoidable additional fees, penalties and compliance issues.

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Disclaimer: This article is for general information only. The applicability of a particular compliance, form or due date may vary depending on the company’s date of incorporation, capital structure, business activity, transactions, status, exemptions and amendments in applicable law. Professional advice should be taken for specific cases.

Private Limited Company Compliance After Incorporation