Key takeaways
- Hold the first board meeting within 30 days of incorporation and appoint the first auditor in the same period.
- Deposit the share capital in the company's bank account and file INC-20A within 180 days, or the company cannot start business or borrow.
- Issue share certificates within 60 days of incorporation, and set up statutory registers from day one.
- Display the company name at the registered office and print company details on letterheads and invoices.
Getting your Certificate of Incorporation feels like the finish line, but it is really the start. A new company has several legal tasks with strict deadlines in its first weeks. Missing them can lead to penalties or block the company from doing business. This checklist covers what to do after company incorporation, in the order it usually happens.
What you already have
When a company is registered through the SPICe+ form, several things come with incorporation:
- Certificate of Incorporation with the Corporate Identification Number (CIN)
- PAN and TAN of the company
- DINs for the first directors
- EPFO and ESIC registration numbers, applied through the linked AGILE-PRO-S form
- An application for a bank account with the bank you chose in the form
- GST registration and professional tax registration, if you applied for them
Within 30 days
1. Hold the first board meeting
A company must hold its first board meeting within 30 days of incorporation. Typical items on the agenda:
- Noting the Certificate of Incorporation, MOA and AOA
- Appointing the first auditor
- Approving the bank account and who can operate it
- Deciding the issue of share certificates
- Adopting the common seal, if the company chooses to have one
- Noting the directors' declarations of interest in other entities
Keep proper minutes of the meeting and get them signed.
2. Appoint the first auditor
The board must appoint the first statutory auditor within 30 days of incorporation. The auditor holds office until the end of the first annual general meeting. Get the auditor's written consent and eligibility certificate. Most professionals also file Form ADT-1 within 15 days of the appointment, because the requirement to file it for the first auditor has been debated.
3. Activate the bank account and deposit share capital
Complete the bank's account opening formalities and ask every subscriber to pay for the shares they agreed to take in the MOA. The money should come from the subscribers' own accounts so there is a clear record.
Within 60 days
4. Issue share certificates
Share certificates must be issued to subscribers within 60 days of incorporation, with stamp duty paid as per your state's rules. Private companies that are not "small companies" under the Companies Act must issue and hold securities only in dematerialised (demat) form, so they need an ISIN and depository connection instead of paper certificates.
Within 180 days
5. File INC-20A: declaration of commencement of business
A company with share capital cannot start business or borrow money until a director files Form INC-20A, declaring that every subscriber has paid for their shares. It must be filed within 180 days of incorporation, with proof of payment such as the bank statement. If it is not filed, the company and its officers face penalties, and the Registrar can start action to remove the company's name from the register.
Set up from day one
- Name board: paint or fix the company name and registered office address outside the registered office and every place of business.
- Stationery: letterheads, invoices and official documents must show the company name, registered office address, CIN, phone number, email and website, if any.
- Statutory registers: start the register of members, register of directors and key managerial personnel, and other registers required by law.
- Accounting: set up books of accounts from the date of incorporation. Pre-incorporation expenses should be recorded with supporting bills.
- Tax: plan TDS deductions, advance tax and, if registered, GST returns.
- Agreements: sign founders', employment and client agreements in the company's name. See our guide to business agreements.
Timeline at a glance
| Task | Deadline |
|---|---|
| First board meeting | Within 30 days of incorporation |
| Appoint first auditor | Within 30 days of incorporation |
| ADT-1 (recommended) | Within 15 days of the appointment |
| Issue share certificates | Within 60 days of incorporation |
| INC-20A with proof of capital | Within 180 days of incorporation |
| First annual general meeting | Within 9 months of the end of the first financial year |
What comes next
After the first months, the yearly cycle begins: board meetings, the annual general meeting, audited accounts in AOC-4, the annual return in MGT-7 or MGT-7A, director KYC and the income tax return. Our private limited company compliance checklist covers the full year, and our compliance calendar shows the dates.
Just incorporated? Our company compliance team can take care of the first board meeting, auditor appointment, INC-20A and registers, so you can focus on the business.
This article explains the general position under the Companies Act, 2013 and related rules as on the date shown. Requirements can change, so confirm the current rules on the MCA portal before filing.
Frequently asked questions
Is INC-20A required for every company?
It is required for companies with share capital incorporated on or after 2 November 2018. Companies without share capital, such as some Section 8 companies, are not covered.
Do we have to file ADT-1 for the first auditor?
The law requires the board to appoint the first auditor within 30 days. Whether ADT-1 must be filed for this first appointment has been debated, so most professionals file it within 15 days to be safe.
Can a new company issue physical share certificates?
Many small private companies still issue physical certificates. Private companies that are not small companies must issue and hold securities in demat form, so check whether this applies to you.
When is the first annual general meeting?
The first AGM must be held within nine months of the end of the company's first financial year.