After Incorporation: The 30-60-180 Day Compliance Checklist for a New Private Limited Company (2026)
- Within 30 days: first board meeting, appoint the first auditor, open the bank account and deposit subscription money, put up the name board and stationery.
- Within 60 days of allotment: issue stamped share certificates; within 180 days: file INC-20A or the company cannot start business or borrow.
- The two costliest early defaults are INC-20A (₹50,000 on the company plus ₹1,000 a day on directors) and share certificates issued late or without stamp duty.
The certificate of incorporation is the start of the compliance clock, not the end of the paperwork. A private limited company has a defined set of actions in its first six months, most of them with statutory deadlines and penalties that are large relative to the cost of doing them on time. Founders who hear “nothing to do till the annual filing” discover the ₹50,000 commencement penalty or a defective share register during their first funding due diligence. This checklist lays out what to do at 30, 60 and 180 days, what is optional but sensible, and what each miss costs.
Day 0–30
| Action | Legal basis | What it involves |
|---|---|---|
| First board meeting | Section 173(1) — within 30 days of incorporation | Note the certificate, adopt the common seal policy (optional), authorise the bank account, appoint the first auditor, approve the registered office arrangements, take disclosures of interest in MBP-1 and DIR-8 from every director |
| Appoint the first auditor | Section 139(6) — by the board within 30 days | Obtain the auditor's consent and eligibility certificate; file ADT-1 within 15 days of the appointment as a matter of practice; the auditor holds office till the first AGM |
| Open the current account | Needed for INC-20A | Banks want the certificate, MOA/AOA, board resolution, PAN and KYC of directors; the AGILE-PRO-S option in SPICe+ can pre-initiate this |
| Deposit subscription money | Section 10A | Each subscriber transfers the amount for the shares they subscribed, from their own account, into the company's account |
| Name board and stationery | Section 12(3) | Name and address outside the office; name, address, CIN, phone, email on letterheads, invoices, bills and notices |
| Statutory registers | Sections 88, 170, 189 | Register of members (MGT-1), directors and KMP, charges (CHG-7), contracts with related parties (MBP-4), share transfers, minute books |
Day 30–60
- Share certificates (section 56(4)): issue to the subscribers within two months of incorporation, signed by two directors and stamped. Stamp duty on share certificates is a state levy (Delhi charges 0.1% of the value; other states differ) and is paid through the state e-stamping portal. Unstamped certificates are inadmissible and are the single most common finding in investor due diligence.
- GST registration if you will cross the threshold, sell inter-state, sell through an e-commerce operator or want to claim input credit from day one. There is no government fee; a company can also be registered voluntarily.
- Shops and Establishment registration in the state, and professional tax where the state levies it — both usually within 30 days of starting the establishment.
- Udyam (MSME) registration — free, instant, and unlocks delayed-payment protection and bank benefits.
- Startup India / DPIIT recognition if you qualify — no fee, needed for the tax holiday under section 80-IAC, the seed fund scheme and self-certification under labour laws.
Day 60–180
- INC-20A — declaration of commencement of business (section 10A) within 180 days of incorporation, certified by a practising professional, attaching the bank statement showing the subscription money received. Until it is filed the company cannot start business or exercise borrowing powers, and after 180 days the Registrar may initiate strike-off.
- Second board meeting: a private company that is a small company needs at least two meetings a year with a gap of at least 90 days; others need four. Schedule them now.
- Trademark application for the brand — MCA name approval gives no trademark right.
- Accounting system and TDS: start books from day one, apply TDS on rent, professional fees and salaries from the first payment (TAN was allotted with the certificate), deposit by the 7th of the next month, file quarterly returns.
- ESOP scheme if you intend to grant options before the first round — approved by the members by special resolution and filed in MGT-14.
Worked example: a real first-year timeline and the cost of two misses
A company is incorporated on 10 April 2026 with two directors and ₹1,00,000 capital.
- By 10 May: board meeting, auditor appointed, bank account opened, ₹1,00,000 received.
- By 10 June: share certificates issued and stamped (Delhi: ₹100 duty on ₹1,00,000).
- By 7 October: INC-20A filed (form fee ₹200 for this capital slab).
- 30 September: DIR-3 KYC for both directors.
- Financial year ends 31 March 2027; AGM by 30 September 2027 (first AGM within nine months of the first year-end, i.e. by 31 December 2027, is permitted); AOC-4 within 30 days and MGT-7A within 60 days of the AGM.
Now suppose the founders miss INC-20A and issue the share certificates in year two. The company faces a penalty of ₹50,000 plus ₹1,000 per day per director (capped at ₹1,00,000 each) for the commencement default, and the section 56(6) penalty for late certificates of up to ₹50,000 on the company plus up to ₹1,00,000 on each officer — before any investor discount for a messy cap table. Total exposure crosses ₹4 lakh against a compliance cost of a few thousand.
Keep it on one screen
Most misses happen because the deadlines live in three different people's heads. Put the company's incorporation date into the MCA Compliance Tracker and it lays out INC-20A, the first AGM, AOC-4, MGT-7, ADT-1 and DIR-3 KYC dates for your specific company, including the first-financial-year rule for companies incorporated between January and March.
Common mistakes
- Subscription money paid in cash or from a third party's account. INC-20A requires proof that each subscriber paid; route it from the subscriber's own bank account.
- Treating ADT-1 as optional for the first auditor and then having no record of the appointment at the first AGM.
- Issuing share certificates without stamp duty — they are legally defective and investors will ask for rectification with penalty.
- Starting invoicing before INC-20A; the invoices are valid commercially but the company is in breach and the directors are personally liable.
- No minute book. Board resolutions on the bank account and auditor must exist in writing, dated and signed; auditors and banks ask for them.
Do it yourself in minutes — free to try, no login needed.
Open MCA Compliance Tracker →Frequently asked questions
What is the due date for INC-20A?
Within 180 days of incorporation for every company having share capital, after the subscribers have paid their subscription money into the company's bank account. The company cannot start business or borrow until it is filed.
When must the first auditor be appointed?
By the board within 30 days of incorporation under section 139(6); if the board fails, the members appoint at an EGM within 90 days. The first auditor holds office until the conclusion of the first AGM.
By when should share certificates be issued to subscribers?
Within two months of incorporation for subscribers to the memorandum, and within two months of allotment for later allotments. Certificates must be signed by two directors and stamped under the state Stamp Act.
When is the first AGM of a new company due?
Within nine months of the end of the first financial year. For a company whose first financial year ends on 31 March 2027, the first AGM can be held by 31 December 2027; later AGMs must be within six months of year-end.
General information for FY 2026-27, not professional advice for your specific case. Rules change — verify against the latest notification or ask a KyaTax expert.
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