Post-incorporation Compliance of Indian Pvt Ltd Company
Table of Contents
Post-incorporation Compliance of Indian Pvt Ltd company
Brief Introduction
Getting the Certificate of Incorporation is only the starting point; the company and its directors must thereafter comply with a series of post‑incorporation and annual requirements. Non‑compliance can lead to monetary penalties, disqualification of directors, and even striking off of the company, so understanding timelines and responsibilities is critical.
Proper compliance protects the company and its officers from penalties and legal proceedings and builds confidence among banks, investors and other stakeholders. It improves transparency, creditworthiness and fund‑raising ability while also saving time and cost otherwise spent on litigation and rectification.
Types of Compliances
Broadly, compliances can be grouped into:
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Post‑incorporation / one‑time compliances (immediately after registration).
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Ongoing and annual compliances (board meetings, annual returns, financial statements, tax and other registrations).
Accounting & Bookkeeping (Monthly)
- Accounting in Tally (recording of sales, purchases, expenses, journals and other routine entries).
- Bank reconciliation for all operative bank accounts.
- Debtors (Accounts Receivable) reconciliation in Tally.
- Creditors (Accounts Payable) reconciliation in Tally.
- General ledger review and maintenance.
- Payroll accounting in Tally based on data provided by the company.
- Monthly payroll reconciliation (salary, deductions, statutory liabilities).
- Books of account to be prepared on the basis of data and documents provided by the company’s accounting team.
- Finalisation level adjustments to the Trial Balance/Balance Sheet to be done in consultation with management and statutory auditors.
Tax Accounting & Reconciliations
- Periodic review and cross‑checking of accounts and bank reconciliations.
- Reconciliation of accounts receivable and payable balances with ledgers and statements.
- Reconciliation of statutory ledgers such as TDS, GST input/output, and advance tax.
- Support in preparing audit schedules and reconciliations for statutory / tax audit.
Income Tax Compliance
- Computation of total income and preparation of yearly Company Income Tax Return.
- Filing of Company ITR including electronic submission and basic query handling.
- Filing of ITRs of Directors (based on information provided).
- Tax audit support and filing of tax audit report (Form 3CA/3CB & 3CD), where applicable.
- Advance tax compliance:
- Review of advance tax workings.
- Review of challans and payment timelines.
- Periodic intimation of shortfall/excess to management.
GST Compliance
Monthly / Regular GST
- Monthly/quarterly review of outward and inward supplies as per books.
- GST computation – output tax, input tax credit, RCM liabilities.
- Preparation and filing of periodic GST returns (GSTR‑1 and GSTR‑3B as applicable).
- Monthly reconciliation of GST returns with books of account (sales, purchases, ITC ledgers).
- Verification of LUT (Letter of Undertaking) status and related compliance for exports, if applicable.
- Support in handling GST portal notices, defaults and basic rectifications (excluding old/past litigated matters).
Annual GST
- Preparation and filing of GSTR‑9 (Annual Return) and, where applicable, GSTR‑9C (Reconciliation Statement).
- Assistance in GST audit or departmental queries related to the period under engagement.
TDS / TCS Compliance
Monthly
- Identification of TDS/TCS applicability on payments based on data shared by the company.
- Monthly computation of TDS/TCS liability (salaries and non‑salary payments).
- Support in preparation of challans and guidance for timely deposit of TDS/TCS.
- Reconciliation of TDS ledgers with books and Form 26AS / AIS.
Quarterly / Annual
- Preparation and e‑filing of quarterly TDS returns:
- Form 24Q – TDS on salaries.
- Form 26Q – TDS on payments other than salaries.
- Assistance in correction / revision of TDS returns in case of defaults or mismatches.
- Coordination for issue of Form 16 (salary) and Form 16A (non‑salary) within prescribed timelines.
- Liaison for TDS‑related notices and defaults for periods under our scope (old pending cases excluded unless separately agreed).
ROC / Annual Corporate Compliance (High Level)
- Coordination with company’s secretarial / ROC consultant for:
- Financial statement finalisation inputs (schedule, notes, ledgers).
- Data support for AOC‑4, MGT‑7/7A and other ROC forms as required.
- Maintenance support for basic statutory records from an accounting perspective (share capital, loans, deposits, etc., mapping with books).
Post-incorporation Compliance of Pvt Ltd company
Immediately after receiving the Certificate of Incorporation, a company in India should complete these basic formalities:
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First Board Meeting
- Convene the first Board Meeting within 30 days of incorporation to note the Certificate of Incorporation, approve opening of bank account, appointment of first auditor (if not already done), issue of share certificates, and adoption of common seal (if any).
- Record proper minutes of the meeting and maintain in minutes book.
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Bank Account & Capital
- Open a current account in the company’s name using Certificate of Incorporation, PAN, MOA/AOA and KYC of directors.
- Deposit subscription money (share capital) by the shareholders from their own accounts so it reflects in the company’s bank statement and books.
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Commencement of Business (INC‑20A)
- File Form INC‑20A (Declaration of Commencement of Business) with MCA within 180 days of incorporation, confirming receipt of share capital in the bank account.
- Non‑filing can lead to penalties and striking off of the company.
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Registered Office & Statutory Records
- If the company was incorporated with a temporary address, file INC‑22 to confirm/change the registered office within 30 days.
- Start maintaining statutory registers (members, share certificates, directors, charges, etc.) and minutes books at the registered office.
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Issue of Share Certificates
- Issue duly stamped and signed share certificates to all subscribers within 60 days of incorporation.
- Pay stamp duty on share certificates as per State Stamp Act within the prescribed time.
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Auditor & Director KYC
- Appoint the first statutory auditor in the Board Meeting and file ADT‑1 within 30 days (if required as per current rules).
- Ensure each director completes DIR‑3 KYC within the prescribed yearly deadline.
- Tax & Labour Registrations (As Applicable) : Apply / activate PAN, TAN (usually allotted with incorporation now), GST registration (if liable), and other licences like Shops & Establishment, PF, ESI, Professional Tax depending on location and employee strength. Put basic internal controls in place: invoicing format, books of account, and GST/TDS compliance calendars.
Immediate & Time-Bound Compliances after the Formation of the Company
| Compliance / Action | Indicative Timeline from Incorporation / Event |
| Hold first Board Meeting | Within 30 days of incorporation |
| Open current bank account & deposit share capital | As soon as possible; needed for INC‑20A |
| File INC‑20A – Declaration of Commencement of Business | Within 180 days of incorporation |
| Decide & confirm registered office (if changed from temporary) | File INC‑22 within 30 days of change, if applicable |
| Issue share certificates to subscribers | Within 60 days of incorporation; pay stamp duty as per State |
| Appoint first statutory auditor & file ADT‑1 | Within 30 days of incorporation / Board meeting, as applicable |
| Prepare & start maintaining statutory registers (members, shares, directors, etc.) | From incorporation; keep at registered office or notified place |
| Apply for other mandatory registrations (GST, PF, ESI, Shops & Establishment, Professional Tax, etc., as applicable) | Immediately after incorporation / before starting business |
Ongoing ROC / Corporate Compliances
| Compliance | Frequency / Key Point |
| MBP‑1 – Disclosure of interest by directors | Every year at first Board Meeting & on change |
| Maintenance of minutes books & statutory registers | Continuous; Board & shareholders’ meetings |
| ADT‑1 / ADT‑3 – Auditor appointment / resignation | Within prescribed days of event |
| DIR‑3 KYC (for each Director) | Yearly, by due date notified by MCA |
| Event‑based forms (DIR‑12, SH‑7, PAS‑3, CHG‑1/4, INC‑22, etc.) | Within 15–30 days of respective event |
Annual Compliances (High-Level)
| Compliance | Typical Timeline |
| Hold Annual General Meeting (AGM) | Within 6 months from end of FY (first AGM exceptions) |
| AOC‑4 – Filing financial statements | Within 30 days of AGM |
| MGT‑7 / MGT‑7A – Annual return | Within 60 days of AGM |
| DPT‑3 – Return of Deposits (if applicable) | By 30 June each year |
Core GST Compliance
| Compliance | Frequency | Standard Due Date / Period* |
| GSTR-1 (Monthly) | Monthly | 11th of next month (turnover > ₹5 Cr, or monthly filer) |
| GSTR-1 (QRMP) | Quarterly | 13th of month following quarter |
| GSTR-3B (Monthly) | Monthly | 20th of next month (state-wise variations possible) |
| GSTR-3B (QRMP) | Quarterly | 22nd / 24th of month following quarter (category-wise states) |
| GSTR-7 (TDS) / GSTR-8 (TCS) | Monthly | 10th of next month |
| GSTR-9 (Annual Return) | Yearly | 31 December following FY (e.g., FY 2024-25 → 31.12.2025, unless extended) |
| GSTR-9C (Reconciliation) | Yearly | Same as GSTR-9, if applicable turnover threshold met |
| GSTR-4 (Composition Annual) | Yearly | 30 April following FY (composition taxpayers) |
| CMP-08 (Composition) | Quarterly | 18th of month following quarter |
| ITC-04 (Job work) | Quarterly | 25th of month following quarter (as per current rules) |
*Subject to CBIC notifications/changes each year.
Income Tax & TDS (High-Level)
| Compliance | Frequency | Indicative Due Date / Period* |
| TDS/TCS deposit | Monthly | 7th of next month (except March – different rule may apply) |
| TDS return (Form 24Q/26Q/27Q) | Quarterly | Within due dates prescribed per quarter |
| Advance tax instalments | Quarterly | 15 Jun, 15 Sep, 15 Dec, 15 Mar (companies/non‑salaried) |
| ITR – Non‑audit cases (individuals/firms) | Yearly | 31 July following FY (unless extended) |
| ITR – Audit cases / Companies | Yearly | 31 October / 30 November (depending on category) |
Other Key Corporate/Statutory
| Compliance | Frequency | Indicative Due Date / Period* |
| ROC Annual Return (Companies) | Yearly | MGT-7 / AOC-4 within prescribed months of AGM |
Other Consultancy & Support
- Day‑to‑day advisory on routine accounting, GST, TDS and income tax issues by email/phone.
- Updates on major changes in GST, Income Tax and TDS compliance impacting the company.
- Periodic review meetings (monthly/quarterly) to discuss reconciliations, major issues and planning.
Key Post‑Incorporation Compliances (Summary)
| S. No. | Compliance | Key Requirement / Timeline* |
|---|---|---|
| 1 | Opening of Current Bank Account | Open in company’s name and use for subscription money within 180 days of incorporation. |
| 2 | First Board Meeting | Hold within 30 days of incorporation; approve bank account, auditor, share certificates, etc. |
| 3 | Deposit of Share Capital | Subscribers to deposit agreed share capital into company bank account within 180 days. |
| 4 | Issue of Share Certificates | Issue to all subscribers within 60 days of incorporation; pay stamp duty as per State. |
| 5 | Registered Office | Ensure proper registered office; file INC‑22 if different / changed within prescribed time. |
| 6 | Appointment of First Auditor | Appoint within 30 days of incorporation (by Board) and file form as applicable. |
| 7 | Company Name Board | Display outside registered office with CIN and other prescribed details. |
| 8 | Details on Letterheads | Print name, CIN, registered office address and other statutory details on letterheads. |
| 9 | Disclosure of Interest by Directors | Obtain MBP‑1 and other disclosures at first Board Meeting and on any change. |
| 10 | Statutory Registers | Maintain registers of members, shares, directors, charges, etc., from incorporation. |
| 11 | Declaration for Commencement of Business (INC‑20A) | File within 180 days of incorporation confirming receipt of share capital; mandatory for starting business. |
| 12 | Books of Account | Maintain proper books at registered office or other notified place as per section 128. |
| 13 | Shops & Establishment / Local Trade Licence | Obtain registration under relevant State Shops & Establishment law, if applicable. |
| 14 | GST Registration | Obtain if turnover/activities cross threshold or mandatory category applies. |
| 15 | Professional Tax (PT) Registration | Register as employer and for employees, where State PT laws apply. |
| 16 | Trade Mark Registration | Optional but recommended to protect brand/name/logo. |
*Timelines subject to changes in law/notifications.
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