Private Limited Company — Post-Incorporation Compliance Checklist India
Receiving the Certificate of Incorporation is the beginning, not the end. A newly incorporated Private Limited Company has a dense sequence of mandatory actions in the days and months that follow — opening a bank account, bringing in subscribed capital, issuing share certificates, appointing an auditor, and setting up statutory registers. Most of these obligations carry their own MCA deadlines, independent of each other, so it is easy for a founder juggling early-stage operations to let one slip. Missing even one can attract MCA penalties, put directors in technical default, or compromise the company's legal standing when it later seeks funding or a loan. This checklist sequences the first 30 days separately from the ongoing annual compliance calendar so nothing is actioned out of order.
Before you start
- Certificate of Incorporation (COI) with CIN
- PAN and TAN of the company (usually issued with COI via SPICe+)
- DSC and DIN of all directors
- Initial authorised and paid-up share capital structure decided
- Registered office address proof (rent agreement or ownership document plus NOC)
- Company's MoA and AoA on hand for reference during bank KYC
- Board resolution format ready for the first board meeting
- A practising CA or CS engaged to manage ongoing MCA and tax filings
Step-by-step
Open a Current Bank Account (within 30 days)
Open a current account in the company's name at a scheduled bank. Required documents typically include the COI, MoA, AoA, PAN card of the company, board resolution authorising account opening and signatories, and KYC of all directors.
Bring the subscribed share capital into the account as the initial paid-up capital — banks usually expect this within a reasonable window of account opening, and the company cannot commence business activity or draw on any borrowing until the paid-up capital reflected in the MoA has actually been received. Retain the bank certificate/statement showing capital infusion; it is asked for during the first statutory audit.
Issue Share Certificates to Founders (within 2 months)
Hold the first Board Meeting and pass a resolution to allot shares to the subscribers named in the MoA. Issue Share Certificates in Form SH-1 to each shareholder within 2 months of incorporation — this is a hard statutory deadline under Section 56 of the Companies Act, 2013.
File Form PAS-3 (return of allotment) with the MCA within 30 days of the date of allotment (not the resolution date, if they differ). Affix share transfer stamp duty on the certificates as per the applicable state stamp act — this is frequently missed and flagged during due diligence.
Appoint the First Statutory Auditor (within 30 days)
The Board of Directors must appoint the first statutory auditor within 30 days of incorporation (Section 139(6)). The auditor holds office until the conclusion of the first AGM.
File Form ADT-1 (Notice of Appointment of Auditor) with the MCA — ADT-1 is technically only mandatory from the second auditor appointment onward, but most practitioners file it for the first auditor as well as good governance practice and to create a clean MCA record. Confirm the auditor's written consent and eligibility certificate under Section 141 before appointment.
Conduct the First Board Meeting (within 30 days)
Hold the first Board Meeting within 30 days of incorporation. Mandatory agenda items typically include: confirming the registered office address, appointing the first statutory auditor, approving the company's common seal (if used), noting the disclosure of directors' interest (Form MBP-1), and approving preliminary contracts or expenses incurred pre-incorporation.
Maintain proper minutes from day one — the minute book, along with statutory registers (register of members, register of directors, register of charges), must be maintained at the registered office and kept current at every subsequent meeting.
Register for GST (if applicable)
If the company's expected turnover will exceed the prevailing GST registration threshold — historically ₹40 lakh for goods and ₹20 lakh for services in most states (verify the current threshold and any state-specific variation with a GST practitioner) — or if the company will undertake interstate supply, e-commerce sales, or is otherwise required to register irrespective of turnover, apply for GST registration before commencing taxable supply.
A GSTIN may already have been applied for through the SPICe+ integrated form at incorporation; check the GST portal and collect the ARN/GSTIN status if it was not received automatically.
Set Up Statutory Registers and Books of Accounts
Beyond the minute book, the company must maintain statutory registers under the Companies Act — register of members (MGT-1), register of directors and KMP, register of charges, and register of contracts in which directors are interested. Books of accounts must be maintained on an accrual basis from the date of incorporation, whether manually or through accounting software, and kept at the registered office (or another location intimated to the ROC).
Register for EPF and ESI (once employee thresholds are crossed)
If the company will employ 20 or more persons, EPF registration becomes mandatory; ESI registration thresholds are typically lower and vary by state (commonly around 10 employees, confirm the current applicable threshold). Many companies register voluntarily earlier to standardise payroll compliance from the first hire rather than scrambling once headcount crosses the line.
Apply for Business Licences Relevant to the Sector
Depending on the nature of business, additional registrations may be required before commencing operations — Shops and Establishment registration in the state of operation, MSME/Udyam registration (optional but useful for access to government schemes and delayed-payment protection), professional tax registration for the company and employees in applicable states, and sector-specific licences (FSSAI for food business, import-export code for cross-border trade, etc.).
File Annual Returns — MCA and Income Tax (from first year-end)
From the close of the first financial year, the company must file: AOC-4 (annual financial statements, due 30 days from the AGM) and MGT-7/MGT-7A (annual return, due 60 days from the AGM). The first AGM must be held within 9 months of the close of the first financial year (subsequent AGMs within 6 months of year-end, subject to a maximum gap of 15 months between two AGMs).
Income Tax Return (ITR-6) for companies is typically due by October 31 following the financial year-end where a tax audit applies — confirm the exact due date each year as CBDT circulars occasionally extend it. All companies, irrespective of turnover, require a statutory audit under the Companies Act, which is separate from any tax audit trigger under the Income Tax Act.
Conduct the Statutory Audit
The appointed statutory auditor examines the books of accounts and issues an audit report ahead of the AGM, as required for every private limited company regardless of turnover or paid-up capital — there is no small-company exemption from statutory audit under the Companies Act. Ensure bank statements, invoices, expense vouchers, and the fixed asset register are reconciled and available well before the audit begins to avoid a last-minute scramble.
File DIR-3 KYC for All Directors (annually)
Every director holding a DIN must complete DIR-3 KYC annually by the prescribed due date (commonly September 30, confirm the current year's date on the MCA portal), even in years where no other filing is due. A lapsed DIR-3 KYC deactivates the DIN and blocks all subsequent MCA filings for the company until it is reactivated with a late fee.
Common mistakes to avoid
- Not issuing share certificates within 2 months — this violates Section 56 of the Companies Act and makes the share allotment technically defective.
- Missing the ADT-1 filing window after appointing the auditor, leaving the appointment undocumented on the MCA record.
- Skipping the first Board Meeting — the registered office is not formally confirmed and the auditor appointment is not minuted.
- Assuming a small or dormant company is exempt from statutory audit — every Pvt Ltd requires one regardless of turnover.
- Letting a director's DIR-3 KYC lapse, which deactivates the DIN and silently blocks every subsequent MCA filing.
- Treating GST registration as optional once turnover looks likely to cross the threshold, instead of registering before the threshold is actually breached.
- Not bringing subscribed share capital into the bank account promptly, which delays the ability to commence business and complicates the first audit.
- Ignoring state-level registrations (Shops and Establishment, professional tax) because attention is focused only on MCA and GST compliance.
Frequently asked questions
Does a newly incorporated company need to hold an AGM in the first year?
Yes. The first AGM must be held within 9 months of the close of the first financial year. For a company incorporated mid-year, the first financial year typically ends the following March 31, so the first AGM would be due by around December 31 of that same calendar year — confirm exact dates with your CS/CA since the financial year cut-off depends on the incorporation date.
Is a company secretary mandatory for a Private Limited Company?
A whole-time Company Secretary is mandatory only once the company crosses the prescribed paid-up capital threshold (historically ₹10 crore — confirm the current threshold, as MCA has revised such limits before). Smaller companies must still ensure their annual filings are certified by a practising CS where required, but need not employ one on payroll.
What are the typical annual compliance costs for a new Pvt Ltd?
Illustrative ranges seen in practice: statutory audit fee ₹15,000–₹50,000, CA fees for ITR and tax audit ₹10,000–₹30,000, MCA annual filing fees (AOC-4, MGT-7) — official government fees apply on top of professional fees, confirm the current MCA fee schedule — and GST return filing ₹5,000–₹15,000/year if outsourced. Total professional-fee outlay commonly falls in the ₹35,000–₹1.5 lakh band depending on transaction volume and whether payroll/GST compliance is bundled in.
Can a company change its financial year from the standard April–March cycle?
By default, the financial year runs April 1 to March 31. A different financial year is permitted only for a company that is a subsidiary or holding company of a foreign entity, and requires NCLT approval to change. All other Indian companies must follow the April–March cycle.
What happens if the first auditor is not appointed within 30 days?
If the Board fails to appoint the first auditor within 30 days, the power shifts to the shareholders, who must appoint the auditor at an extraordinary general meeting within 90 days. Operating without a validly appointed auditor beyond that window puts the company and its officers in default and can attract penalties under the Companies Act.
Do I need GST registration even if turnover is below the threshold?
Not usually, unless the business falls into a category required to register irrespective of turnover — for example certain interstate suppliers, e-commerce operators/sellers, or businesses making specified notified supplies. If turnover stays below the applicable threshold and none of the mandatory-registration triggers apply, voluntary registration is optional but can still be useful for claiming input tax credit.
What is the penalty for late filing of AOC-4 or MGT-7?
Late filing attracts an additional MCA fee that accrues per day of delay beyond the due date, on top of the normal filing fee — the exact per-day rate and any cap should be confirmed on the current MCA fee schedule, as it has been revised in the past. Prolonged non-filing can also trigger company and director disqualification proceedings, so it is worth treating these deadlines as firm even in a slow first year.
Do all directors need a DSC after incorporation, or only for the SPICe+ filing?
The DSC used at incorporation continues to be needed for ongoing MCA filings — board resolutions, annual returns, auditor appointments, and any subsequent form filed under the director's digital signature. DSCs typically have a validity period (commonly 1–3 years depending on the class purchased) and must be renewed before expiry to avoid filing disruptions.
Is a registered office required to be a commercial property?
No. A residential address can serve as the registered office provided the company holds valid proof of address (rent agreement/ownership document) and a No Objection Certificate from the owner. Many early-stage companies use a residential or virtual office address and shift to commercial premises once operations scale.
What ongoing filings apply even if the company has zero transactions in its first year?
A dormant or pre-revenue company is not exempt from compliance. It still must hold board meetings, maintain statutory registers, conduct the statutory audit, file AOC-4 and MGT-7, file DIR-3 KYC for directors, and file a NIL income tax return where applicable. Skipping filings on the assumption that 'nothing happened' is a common and costly mistake for first-time founders.
How is professional tax registration different from income tax?
Professional tax is a state-level levy on employment/professions, separate from central income tax, and applies in states that have notified it (not all states levy it). Where applicable, both the company (as an employer) and individual employees above a threshold salary must register and the company must deduct and remit the employee's professional tax periodically.
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