Post-Incorporation Compliance Checklist for New Companies

A post-incorporation compliance checklist is a list of mandatory legal and regulatory tasks that every newly registered company in India must complete within the first few months of incorporation. These tasks are required under the Companies Act, 2013 and rules made thereunder. Failing to complete them on time can result in late filing fees, penalties, and even disqualification of directors.

The checklist covers appointments, statutory registers, registered office filings, and initial financial documents. The Ministry of Corporate Affairs (MCA) monitors compliance through its online portal. Most of these tasks have specific deadlines ranging from 30 days to 180 days from the date of incorporation. You should note the date of incorporation on your calendar and plan to complete each item before its due date.

Within 30 days of incorporation, you must file Form INC-22A (Active Company Tagging Identities and Verification) to confirm the registered office address. This form requires you to upload proof of the registered office address, such as a utility bill (electricity, water, or gas) not older than two months, and a copy of the rent agreement or ownership documents. The form must be digitally signed by a director.

Additionally, you must file Form DIR-12 within 30 days to appoint the first directors. This form includes details of the directors, their consent to act, and their Director Identification Number (DIN). If you have not already obtained DINs for all directors, you must apply for them before filing this form. The MCA will not accept the form without valid DINs.

You must appoint the first auditor within 30 days of incorporation. The board of directors must hold a meeting to appoint the auditor, who will hold office until the conclusion of the first annual general meeting. The auditor must give their consent in writing. If the board fails to appoint an auditor, the company must inform the members, who will appoint one at a general meeting.

You must also appoint a company secretary if your company has a paid-up share capital of ₹5 crore or more. For other companies, you may appoint a company secretary voluntarily. Additionally, you must appoint a registered agent for service of process if the company does not have a physical office in India. This is particularly relevant for companies incorporated under Section 2(68) of the Companies Act.

Every company must maintain a set of statutory registers and records at its registered office. These include the Register of Members (Form MGT-1), Register of Directors and Key Managerial Personnel (Form MGT-2), Register of Charges (Form CHG-7), and Register of Contracts with Related Parties. These registers must be updated regularly and kept open for inspection by members and the Registrar of Companies.

You must also maintain minutes of board meetings and general meetings in a bound book or in electronic form with proper safeguards. The first board meeting must be held within 30 days of incorporation. At this meeting, you should adopt the company's common seal (if any), approve the registered office address, and appoint the auditor. Minutes must be signed by the chairperson of the meeting or the next meeting's chairperson.

Within 60 days of incorporation, you must file Form INC-20A (Declaration of Commencement of Business). This form requires a declaration that every subscriber to the memorandum has paid the value of the shares agreed to be taken by them. For a company having a share capital, this means the subscribers must have paid at least the minimum subscription amount.

You must also obtain a Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) from the Income Tax Department. These are required for filing income tax returns and for deducting tax at source on payments like salaries and rent. Additionally, you must register for Goods and Services Tax (GST) if your turnover exceeds the threshold limit (₹20 lakh for most states, ₹10 lakh for special category states) or if you engage in inter-state supply.

The first financial year of a company can be up to 15 months from the date of incorporation. For example, if you incorporate on 1st April 2024, your first financial year can end on 30th June 2025. Within 30 days of the end of the financial year, you must hold the first Annual General Meeting (AGM). At the AGM, you must lay before the members the financial statements, the board's report, and the auditor's report.

Within 60 days of the AGM, you must file the annual return (Form MGT-7) and the financial statements (Form AOC-4) with the Registrar of Companies. These filings are mandatory even if the company has no business activity. Late filing attracts additional fees of ₹100 per day per form. For small companies, the fee is ₹50 per day per form. You should file these forms well before the due date to avoid penalties.

Review the list of tasks above and mark the deadlines on your calendar. If you are unsure about any step, consult a company secretary or a chartered accountant who handles corporate compliance. They can prepare and file the forms on your behalf and ensure you meet all statutory requirements.

---

This page provides preliminary information. It is not legal advice. For your matter, consult a qualified professional.