Post-Incorporation Compliance Checklist for Indian Companies (2026 Guide)

Incorporating a private limited company is only the beginning of a business’s legal journey in India. The real compliance work starts after incorporation. Under the Companies Act, 2013 and MCA V3 system, every new company must complete a series of filings, board actions, and registrations within specific timelines — failing which may lead to penalties or disqualification of directors. This updated 2026 checklist explains each mandatory post-incorporation compliance step that every Indian company should complete to remain legally compliant and operationally ready.

What are Post-Incorporation Compliances?

Post-incorporation compliances are mandatory legal, tax, and regulatory steps that a company in India must complete after receiving its Certificate of Incorporation. These include opening bank accounts, appointing auditors, issuing share certificates, filing Form INC-20A, and obtaining statutory registrations like PAN, TAN, GST, and Shops Act.

Post-incorporation compliances ensure that a company transitions from being legally “incorporated” to becoming fully “operational.” The Ministry of Corporate Affairs (MCA), Income Tax Department, and state labour authorities each require specific filings within 30–180 days of incorporation.

1. Opening of Bank Account & Capital Infusion

Once the Certificate of Incorporation and PAN are issued, the first practical step is opening a current bank account in the company’s name. All subscribers must deposit their share capital into this account. Proof of such deposit (bank statement) is later used for Form INC-20A filing.

This step is critical because Form INC-20A cannot be filed until the capital is credited, and no other MCA filings are permitted until this declaration is approved.
To understand the complete process, documents required, and practical issues that often arise at this stage, read our detailed guide here:

Opening of Bank Account & Capital Infusion After Company Incorporation in India (2026 Guide)

2. Filing of Commencement of Business – Form INC-20A

Every company having share capital must file Form INC-20A within 180 days of incorporation under Section 10A of the Companies Act, 2013. This filing serves as a declaration that the company has received the subscription money from its shareholders and is ready to commence business operations.

Documents required:

• Bank statement showing receipt of share capital
• Declaration by directors (digital signature mandatory)
• Verification of registered office (if not already filed in INC-22)

Failure to file Form INC-20A within the prescribed period has serious consequences. The company cannot commence business or borrow funds until compliance is complete. Additionally, the Registrar of Companies (ROC) may initiate action for strike-off of the company’s name under Section 248(1)(d) for being deemed inactive.

Penalties for Non-Compliance:

• ₹1,00,000 on the company
• ₹1,000 per day (up to ₹1,00,000) on each officer in default

In practice, many new companies that fail to file this form within the timeline are automatically flagged as “non-active” in MCA V3, leading to restricted access to filings and banking difficulties. Hence, filing INC-20A should be prioritised immediately after capital infusion.

👉 For detailed process, documentation checklist, and professional insights, read our full guide:
Filing of Commencement of Business – Form INC-20A in India (2026 Guide)

3. First Board Meeting (within 30 days)

Every newly incorporated company must hold its first Board Meeting within 30 days from the date of incorporation, in compliance with Section 173(1) of the Companies Act, 2013 and Secretarial Standard–1 (SS-1) issued by the ICSI. This meeting formally sets the governance foundation of the company and approves essential resolutions to operationalise its activities.

Typical agenda items of the first Board Meeting include:

• Appointment of the first statutory auditor and authorisation for filing Form ADT-1.
• Adoption and ratification of pre-incorporation agreements, preliminary expenses, and incorporation documents.
• Approval for the issue of share certificates to subscribers and maintenance of statutory registers.
• Authorisation for obtaining PAN, TAN, GST, and other statutory registrations.

In addition to these, the Board often discusses and records key operational and administrative decisions such as:

• Election of the Chairperson of the meeting.
• Disclosure of interest by directors in Form MBP-1, ensuring transparency from the outset.
• Fixing the financial year and adopting the common seal (if any).
• Approval of opening of the company’s bank account and authorisation of signatories.
• Deciding the registered office arrangements (especially if temporary address was given at incorporation).
• Noting of the Certificate of Incorporation, Memorandum and Articles of Association, and other approvals received from MCA.

The first Board Meeting sets the tone for compliance discipline. The minutes of this meeting must be recorded and signed within 30 days and maintained permanently at the registered office. Many startups overlook this step, but it serves as a vital legal record in case of any regulatory scrutiny or due diligence.

4. Appointment of First Auditor (Form ADT-1)

Under Section 139(6) of the Companies Act, 2013, the Board of Directors must appoint the company’s first statutory auditor within 30 days of incorporation. The appointment is formalised through a Board resolution and reported to the Ministry of Corporate Affairs (MCA) by filing Form ADT-1 under Rule 4(2) of the Companies (Audit and Auditors) Rules, 2014.

The first auditor must be a Chartered Accountant in practice (individual or firm) who is eligible under Section 141 to act as an auditor. Before appointment, the company must obtain written consent and a certificate of eligibility from the proposed auditor confirming that the appointment meets the statutory limits on audit numbers and independence requirements.

In practice, companies are advised to engage a Company Secretary in practice to prepare the required documentation — including the Board resolution, auditor’s consent letter, eligibility certificate, and Form ADT-1 filing — ensuring that all records are compliant and traceable. Proper documentation at this stage is essential, as auditor appointment details are often verified during subsequent annual filings and during due diligence exercises.

If the Board fails to appoint the auditor within 30 days, the responsibility shifts to the shareholders, who must appoint the first auditor at an Extraordinary General Meeting (EGM) within 90 days. The auditor so appointed holds office until the conclusion of the first Annual General Meeting (AGM), after which a regular auditor is appointed for a five-year term.

Timely appointment and documentation of the first auditor establish the company’s financial governance structure and ensure smooth preparation of its first financial statements — a critical compliance milestone in the first year of incorporation.

For a complete step-by-step guide with documentation formats and professional tips, read:
Appointment of First Auditor – Form ADT-1 Explained (2026 Guide)

5. Issue of Share Certificates and Payment of Stamp Duty (within 60 days)

Under Section 56(4) of the Companies Act, 2013, every company having share capital must issue share certificates to all subscribers within 60 days of incorporation. The certificates must be signed by two directors (and the company secretary, if appointed) and should be serially numbered. Alongside, the company must maintain Form SH-1 (Share Certificate Register) and Form MGT-1 (Register of Members) to record the details of each shareholder and their holdings.

However, a step most founders overlook is the payment of stamp duty on the issued share certificates. Under the Indian Stamp Act, 1899 and relevant State Stamp Acts, companies must pay stamp duty within 30 days of issuing the share certificates. The rates and procedures vary by state — for example, companies incorporated in Delhi must pay stamp duty online through the SHCIL portal, and non-payment can attract penalties up to 10 times the original duty.

In practice, this is one of the most frequently missed compliances by newly incorporated companies, often discovered later during funding, valuation, or ROC scrutiny. Non-payment not only results in penalties but may also render the share allotment technically invalid or non-recognisable in future MCA or RBI filings, especially during FDI or valuation-linked transactions.

This is precisely where the guidance of an experienced Company Secretary in practice becomes invaluable. A professional will ensure that share certificates are properly executed, stamped, and recorded in the company’s registers — creating a clean, legally defensible ownership structure from day one.

For a complete step-by-step guide for issuance of share certificates and payment of stamp duty on share certificates, read:
Issue of Share Certificates and Payment of Stamp Duty in India (2026 Guide)

6. FEMA/FDI Compliance (in case of Non-Resident Shareholders or Foreign Investment)

If your company has non-resident shareholders or has received foreign investment, additional post-incorporation compliances arise under the Foreign Exchange Management Act, 1999 (FEMA) and the Foreign Direct Investment (FDI) Policy of India. These compliances ensure that the inflow of foreign capital is legally recorded and sectoral limits are adhered to.

When shares are allotted to non-resident subscribers at the time of incorporation or thereafter, the company must file Form FC-GPR on the RBI FIRMS/Single Master Form (SMF) portal within 30 days of allotment. This form captures details of the investor, remittance, valuation, and shareholding pattern. Similarly, if shares are later transferred between a resident and a non-resident, Form FC-TRS must be filed within 60 days of receipt of consideration through the company’s Authorised Dealer (AD) Category-I Bank.

Every company with foreign investment is also required to file an Annual Foreign Liabilities and Assets (FLA) Return with the RBI — typically by 15 July following the financial year-end. This helps the RBI track India’s inward and outward foreign investment data.

Failure to make these FEMA filings on time may lead to penalties under FEMA’s compounding provisions, and can cause problems during future funding rounds, due diligence, or while repatriating funds abroad. Late or incorrect filings often draw queries from both the RBI and the Registrar of Companies (ROC), especially under the data-reconciliation framework in MCA V3 (2026).

Professional Filings and Certificates Required

To complete these filings, companies must coordinate among multiple professionals and entities:

• An Authorised Dealer (AD) Category-I Bank – to handle inward remittance and verify KYC of the foreign investor.
• A Chartered Accountant in practice – to issue a valuation or pricing certificate, where applicable.
• A Company Secretary in practice – to prepare Board resolutions, allotment documents, and ensure consistency between MCA and RBI filings.

In addition, the Company Secretary’s Certificate is now a mandatory attachment for FC-GPR and FC-TRS filings on the FIRMS/SMF portal. This certificate confirms that:

• The share allotment or transfer has been duly authorised by the Board/shareholders.
• The shares have been issued or transferred in compliance with the Companies Act, 2013 and FEMA/FDI regulations.
• The relevant registers (MGT-1, SH-1) have been updated and stamp duty has been paid.
• The investor KYC and due diligence checks are complete and the filing data is consistent across MCA and RBI records.

This certification, issued by a Company Secretary in practice, lends regulatory assurance and minimises the risk of RBI queries or delays. A coordinated approach involving the CA, CS, and AD bank ensures seamless FEMA compliance and sets a strong foundation for future FDI inflows. 

Even if your foreign shareholder invested a nominal amount at incorporation, FEMA filings are still mandatory. Filing FC-GPR on time protects your company’s compliance record and prevents issues in future investment rounds, valuation certifications, or RBI audits.

For a complete step-by-step guide to FEMA and FDI filings, read:
FEMA and FDI Compliance for Indian Companies – 2026 Guide

This in-depth article explains how to file FC-GPR, FC-TRS, and FLA Returns, obtain Company Secretary certifications, and coordinate with your Authorised Dealer Bank — ensuring your company stays 100% FEMA-compliant from day one.

7. Maintenance of Statutory Registers and Records

Companies must maintain statutory registers under the Companies Act, 2013:

• Register of Members – MGT-1
• Register of Directors and KMP – MBP-2
• Register of Charges – CHG-7
• Register of Share Transfers – SH-6

These may be maintained electronically under MCA V3.

8. PAN, TAN, and GST Registration

Although PAN and TAN are now auto-generated with the SPICe+ form, GST registration remains optional but advisable if turnover exceeds ₹40 lakh (₹20 lakh for services) or if the company intends to sell online or across states. You can read more in our related post: How to Register GST for Private Limited Companies in India.

9. Professional Tax, Shops & Establishment Registration

State-level registrations such as:

• Shops and Establishments License – mandatory for every office.
• Professional Tax Registration – applicable in states like Maharashtra, Karnataka, West Bengal, and Telangana.

Delays may attract state-specific penalties, so initiate these within 30 days of commencement of business.

10. Opening Books of Accounts and Appointment of Accountant

Companies must maintain books of accounts at the registered office, either physically or digitally, in compliance with Section 128. Setting up an accounting system early ensures smooth annual filings (AOC-4 and MGT-7A).

Trademark and Brand Protection (Optional but Strongly Recommended)

Once your company is incorporated, the next strategic step is to protect your brand name and logo through trademark registration under the Trade Marks Act, 1999. Many founders mistakenly assume that company name approval by the MCA automatically protects their brand — but it does not. MCA approval only prevents another company from registering an identical legal name, while trademark registration grants exclusive rights to use the brand name or logo in the marketplace.

Filing a trademark application (Form TM-A) immediately after incorporation helps secure your brand’s identity at the earliest. Early filing establishes priority rights from the date of application and prevents competitors from registering a similar name or logo. A Company Secretary or Trademark Attorney can assist in conducting a name search, identifying the correct Nice Class, and managing the application through the IP India portal.

Once filed, you can start using the ™ symbol while your application is pending. After registration, the ® symbol can be used, granting enforceable rights against infringement. Registration is valid for 10 years and can be renewed indefinitely, making it a valuable long-term business asset.

While this step is not mandatory under company law, it is crucial from a brand and legal protection standpoint, especially for startups building brand-driven products or digital identities. Investors, distributors, and franchise partners increasingly view registered trademarks as a sign of brand maturity and legal credibility.

Read our detailed guide here:
👉 Trademark Meaning & Importance for Startups in India (2026 Update)

Don’t delay trademark filing. Even a single competing application can block your brand — file your TM application as soon as your company is incorporated to safeguard your identity from day one.

First Financial Year and Annual Filings

Even newly incorporated companies are required to complete annual filings under the Companies Act, 2013, regardless of whether they have commenced business or generated revenue. The first financial year (FY) for a new company generally extends from the date of incorporation up to 31st March of the following year, though the company may choose to close its first financial year on the next 31st March if incorporated after 1st January (as permitted under Section 2(41) of the Act).

These annual filings form the backbone of corporate reporting under MCA V3 and must be submitted accurately and on time to maintain an “Active” status on the MCA portal.

Mandatory Annual Filings Include:

• Form AOC-4 / AOC-4 XBRL – Filing of financial statements, including the Balance Sheet, Profit & Loss Account, and Directors’ Report.
• Form MGT-7A – Annual Return for small companies and OPCs (or MGT-7 for others), detailing shareholding, management, and capital structure.
• Form DPT-3 – Return of Deposits and other unsecured loans, to be filed annually by 30 June, even if the company has no deposits.
• Form DIR-3 KYC – Director KYC verification, to be filed annually by each director on or before 30 September every year.

Additionally, companies must ensure that their books of accounts are properly maintained throughout the year and that the statutory auditor has been appointed before the first AGM to finalise the financials. Non-filing of these forms can result in monetary penalties, director disqualification, and the company being marked as “Active Non-Compliant” on the MCA portal.

You can read a full timeline and filing guide here:

👉 Annual ROC Compliance Calendar for Private Limited Companies – 2026

Even if your company had no income or activity during the year, zero or “nil” returns must still be filed. The MCA imposes per-day penalties for delayed filings, so timely compliance protects your directors and preserves your company’s active legal status.

Why Timely Post-Incorporation Compliance Matters

Timely post-incorporation compliance is not just a legal obligation — it’s a foundation for your company’s credibility and operational continuity. Under the Companies Act, 2013 and the MCA V3 framework, every company must complete prescribed filings and board actions within fixed timelines. Non-compliance can freeze your company’s ability to operate, restrict access to bank finance, and even trigger strike-off under Section 248 of the Act.

In 2026, the Ministry of Corporate Affairs (MCA) has integrated AI-driven cross-verification between its V3 portal, PAN database, and GST and RBI systems. This means delayed filings or inconsistent records (for example, between share capital in INC-20A and the balance sheet in AOC-4) are instantly flagged for review. Once a company is marked as “Active Non-Compliant”, it faces restrictions on further filings, director actions, or borrowing permissions.

From a business standpoint, timely compliance builds corporate credibility — something investors, banks, and regulators now actively check before extending funding, credit, or partnerships. A company with a consistent ROC and FEMA compliance record is viewed as a trustworthy legal entity, making it easier to raise funds, open current accounts, or expand internationally.

In short, compliance is not a burden — it’s a business enabler. It demonstrates good governance, financial discipline, and transparency — qualities that set compliant companies apart in today’s regulated, reputation-driven marketplace.

Pro Tip: Think of post-incorporation compliance as your company’s legal hygiene. Just like a balance sheet reflects financial health, your MCA and FEMA filings reflect governance health — which investors and regulators monitor more closely than ever before.

Quick Compliance Timeline (2026)

Use this timeline as your company’s compliance calendar for the first year. Missing even one of these filings — especially INC-20A, stamp duty, or FEMA FC-GPR — can lead to heavy penalties or regulatory blocks under MCA V3 and RBI monitoring.

Summary: Building a Legally Strong Foundation After Incorporation

Incorporation marks the birth of a company — but compliance keeps it alive. The first 180 days after incorporation are the most crucial from a legal and operational standpoint. Timely completion of steps like Form INC-20A, auditor appointment, share certificate issuance, stamp duty payment, and FEMA filings (where applicable) ensures your company is recognised as a fully functional, law-abiding entity under the Companies Act, 2013 and FEMA, 1999.

In 2026, the MCA V3 system and AI-based cross-verification across PAN, GST, and RBI databases have made non-compliance more visible than ever. A single missed filing can lead to your company being flagged as “Inactive” or “Non-Compliant”, restricting further operations, funding, or even leading to strike-off under Section 248.

Working with an experienced Company Secretary in practice helps you maintain complete legal hygiene — from documentation and e-filings to timely submissions and FEMA coordination. For growing startups and SMEs, professional compliance support isn’t an expense; it’s an investment in governance, credibility, and investor trust.

Ultimately, a compliant company is a credible company — one that regulators respect, banks fund, and investors prefer.

Treat post-incorporation compliance as part of your startup’s DNA. Doing it right from day one ensures smoother fundraising, cleaner audits, and a reputation for governance excellence — the true hallmark of sustainable business growth in India.

Frequently Asked Questions (FAQs)