Many business owners assume they have met all requirements upon successfully incorporating a Private Limited Company in India; however, numerous post-incorporation obligations under the Companies Act, 2013 must be met within prescribed timelines. A failure to meet the legal requirements could result in severe consequences.
The purpose of this guide is to outline the full list of mandatory post-incorporation compliance obligations of Private Limited Companies.
Post-Incorporation Compliance Checklist for Private Limited Company
1) Hold Board of Directors Meeting Immediately
Time Required: 30 Days Following The Date Of Incorporation
Mandatory as per Section 173(1) of the Companies Act, 2013, and the directors may attend the meeting physically or by way of video conference.
Matters usually taken up at the first board meeting:
- Noting the Certificate of Incorporation, the MoA and the AoA
- Appointment of the first auditor
- Opening of the company’s bank account and approval of the authorised signatories
- Issue of share certificates to the subscribers
- Adoption of a common seal, if the company chooses to have one
- Disclosure of interest by each director in Form MBP-1, and declaration of non-disqualification in Form DIR-8
Each director must disclose their interest in other companies, firms and bodies corporate in Form MBP-1 at the first board meeting they attend as a director, at the first board meeting of every financial year, and whenever the disclosure changes. Failure to disclose attracts penalties under Section 184.
The minutes of every board meeting must be entered in the minutes book within 30 days of the meeting.
Board meetings after the first meeting: A company must hold at least four board meetings every year, with a gap of not more than 120 days between two consecutive meetings. A small company (paid-up capital up to ₹10 crore and turnover up to ₹100 crore, since 1 December 2025) needs to hold only two board meetings a year, one in each half of the calendar year, with a gap of at least 90 days between them.
2) Notification of Registered Office (INC-22)
Timeline: Within 30 days of Incorporation
A company must have a registered office, where it can receive official communications, within 30 days of incorporation and at all times after that. Most companies give the registered office address in the SPICe+ form itself. Only where the address was not given at incorporation must the company file Form INC-22 with the ROC within 30 days of incorporation, with proof of the address.
3) Declaration of Commencement of Business (Form INC-20A)
Timeline: Within 180 days from the date of incorporation
Every company having share capital incorporated on or after 2 November 2018 must file INC-20A under Section 10A of the Companies Act, 2013 (inserted in 2018).
To be compliant with INC-20A requirements, the share capital must be deposited into the company’s bank account and paid by the subscribers as outlined in the company’s Memorandum of Association (MOA). The directors must also certify that all subscribers have made their required payment.
If Form INC-20A is filed late, the MCA charges an additional fee on top of the normal filing fee, based on the length of the delay:
- 0-30 days late: 2 times the normal filing fee
- 31-60 days late: 4 times the normal filing fee
- 61-90 days late: 6 times the normal filing fee
- 91-180 days late: 10 times the normal filing fee
- More than 180 days late: 12 times the normal filing fee.
Apart from the additional fee, a company that does not file INC-20A within 180 days is liable to a penalty of ₹50,000, and every officer in default to ₹1,000 per day, up to ₹1 lakh. The ROC can also initiate action to strike off the company’s name.
4) Appointment of First Auditor
Timeline: Within 30 days from the date of incorporation
Under Section 139(6) of the Companies Act, 2013, the Board of Directors is required to appoint its first auditor, who must be a Chartered Accountant (CA) in practice.
If the Board does not appoint the first auditor within 30 days, it must inform the members, who must appoint the auditor at an extraordinary general meeting (EGM) within 90 days.
The first auditor holds office until the conclusion of the first Annual General Meeting (AGM). At the first AGM, the members appoint the statutory auditor for a term of five years, until the conclusion of the sixth AGM, and the company files Form ADT-1 with the ROC within 15 days of the AGM.
5) Issue of Share Certificates
Timeline: Within two months from the date of incorporation (for subscribers) or from the date of allotment (for later allotments)
Under Section 56(4) of the Companies Act, 2013, the company must issue share certificates within two months of incorporation to the subscribers to the memorandum, and within two months of the date of allotment for any later allotment of shares.
Penalties: Delay in issuing share certificates attracts a penalty on the company and on every officer in default.
Share certificates are issued in Form SH-1 under the authority of a Board resolution. Where the company has no common seal, each certificate is signed by two directors, or by a director and the Company Secretary where one is appointed.
A private company that is not a small company must issue its shares only in dematerialised form and must facilitate the dematerialisation of its existing shares.
6) Opening of a Current Bank Account
Timeline: Before/Shortly Post Incorporation
Prior to transacting or opening bank accounts as a corporate entity, each new company must open a current bank account with any scheduled/nationalized/, or private bank in its corporate name. Transactions can only occur through the company’s legal entity; therefore, no individual will have the ability to conduct any transaction under any natural person’s name.
7) Statutory Registers and Minutes Books
Timeline: Ongoing Following Incorporation
Every company must maintain the following statutory registers at its registered office from the date of incorporation:
- Register of members (Form MGT-1), including transfers of shares
- Register of directors and key managerial personnel and their shareholding
- Register of charges (Form CHG-7)
- Register of contracts or arrangements in which directors are interested (Form MBP-4)
- Register of loans, guarantees, security and investments (Form MBP-2)
- Register of significant beneficial owners (Form BEN-3)
- Minutes books of board meetings and general meetings
Failure to maintain the registers attracts penalties on the company and on every officer in default.
8) Company Seal, Letterhead and Website Information
- Company Seal: A common seal has been optional since the Companies (Amendment) Act, 2015. Where a company has no seal, documents are authenticated by two directors, or by a director and the Company Secretary where one is appointed.
- Letterhead: Company letterhead must include at a minimum a Companies Identification Number (CIN), the address of the company’s registered office, and the company’s email address/contact number.
- Website: Where a company has a website, the following information must be clearly displayed on its home page: name of the company; address of the registered office; CIN; contact telephone number; email address; and name of the contact person
9) GST Registration and Other Licenses
- PAN and TAN: The company’s PAN and TAN are allotted along with the Certificate of Incorporation through the SPICe+ form, so no separate application is needed. EPFO and ESIC registration numbers are also allotted through AGILE-PRO-S.
- GST Registration: An individual who is responsible for registering for GST under Section 25(1) of the CGST Act must apply for GST registration within 30 days from the date the liability for registration arises.
Other licenses that may be required post-registration (some may also have timeframes associated with their completion – refer to business needs):
- Shop and Establishment Registration (the time limit and applicability depend on the Shops and Establishments Act of the state where the office is located)
- Import/Export Code (IEC) (required if you import or export goods)
- Startup India registration
- Trademark registration
10) Director KYC (DIR-3 KYC)
Frequency of Filing: Once Every 3 Years (Update For Requirement 2026)
Important DIR 3 KYC Form Update 2026 – The KYC filing requirement has changed from annual filing to a KYC intimation every 3 years, effective March 31, 2026.
11) Annual Compliance – Ongoing
Frequency of filing for annual compliance of private limited company: Every Financial Year
First AGM – The first Annual General Meeting must be held within nine months of the end of the company’s first financial year. After that, the AGM must be held within six months of the end of each financial year, with not more than 15 months between two AGMs.
Form |
Purpose | Timeline |
| AOC-4 | Financial Statements | Within 30 days of AGM |
| MGT-7/MGT-7A | Annual Return | Within 60 days of AGM |
12) Event-Based Compliances
Timeline: 15-30 days depending on event
Event-based compliances are triggered by specific corporate actions:
| Event | Form | Deadline |
|---|---|---|
| Director appointment, resignation or change in particulars | DIR-12 | 30 days |
| Share allotment | PAS-3 | 15 days |
| Increase in authorised share capital | SH-7 | 30 days |
| Change in registered office | INC-22 | 30 days |
| Loan or charge creation, or modification of a charge | CHG-1 | 30 days |
| Satisfaction of a charge | CHG-4 | 30 days |
| Auditor appointed to fill a casual vacancy | ADT-1 | 15 days |
| Significant beneficial ownership change | BEN-2 | 30 days |
13) Report a Significant Beneficial Owner (SBO)
Timeframe: 30 days from the date the information is received.
If a body corporate has invested in an entity or a person holds a beneficial interest in shares, the company must submit reports to MCA on beneficial owners. Companies must file Form BEN-2 with respect to benefits from the declaration received in the form of investment or beneficial interest in shares within 30 days of receiving the declarations.
14) FEMA Compliance (if applicable)
Timeframe: 30 days from the date of issue of shares
If a foreign subsidiary (wholly owned) or foreign national invests in India, the company will be required to file Form FCGPR with the Reserve Bank of India, along with any necessary supporting documents, 30 days after the date of issue of shares.
Conclusion
The compliance requirements of a post-incorporation business are mandated by law (i.e., Companies Act of 2013), and the failure to comply could result in:
- Financial Penalties (even potentially large)
- Disqualification of a Director
- Legal Proceedings
- Removal of the Company from the ROC
To maintain compliance, an entrepreneur should create a compliance calendar and hire qualified consultants to assist with all required filings via the MCA portal in a timely manner; to maintain investor confidence, the trust of banks, and the trust of regulatory authorities, it is critical to be in compliance so that smooth operations continue for the company.
Frequently Asked Questions (FAQs)
1: What is the deadline for filing Form INC-20A?
Form INC-20A must be filed within 180 days from the date of incorporation.
2: When must the first Board Meeting be held?
The first Board Meeting must be held within 30 days of incorporation.
3: When should share certificates be issued to shareholders?
Share certificates must be issued within two months from the date of incorporation, or within two months from the date of allotment for later allotments.
4: When must the first auditor be appointed?
The first auditor must be appointed within 30 days of incorporation by the Board of Directors.
5: How often do directors need to file KYC in 2026?
With effect from 31 March 2026, directors file DIR-3 KYC once every three years instead of every year.
