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 several mandatory actions in the days and months that follow. Missing even one can attract MCA penalties or compromise the company's legal standing.
Before you start
- Certificate of Incorporation (COI) with CIN
- PAN and TAN of the company (usually provided with COI via SPICe+)
- DSC and DIN of all directors
- Initial authorised and paid-up share capital structure decided
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: COI, MoA, AoA, PAN card of the company, board resolution for opening the account, and KYC of all directors. Bring the subscribed share capital into the account as the initial paid-up capital.
Issue Share Certificates to Founders (within 2 months)
Hold the first Board Meeting. Pass a resolution to allot shares to the subscribers of the MoA. Issue Share Certificates in Form SH-1 to each shareholder within 2 months of incorporation. File Form PAS-3 (allotment return) with the MCA within 30 days of allotment.
Appoint Auditor (within 30 days of incorporation)
The Board of Directors must appoint the first statutory auditor within 30 days of incorporation. File Form ADT-1 (Notice of Appointment of Auditor) with the MCA within 15 days of the board meeting. Failure to appoint an auditor is a default under the Companies Act.
Conduct First Board Meeting (within 30 days)
Hold the first Board Meeting within 30 days of incorporation. Mandatory agenda: confirm the registered office address, appoint the first auditor, and approve any initial business contracts or operating plans. Maintain proper minutes — the minute book must be maintained from day one.
Register for GST (if applicable)
If the company's expected turnover exceeds ₹40 lakh (goods) or ₹20 lakh (services) — or if it will engage in interstate supply or e-commerce — apply for GST registration before commencing business. Through SPICe+, a GSTIN may already have been applied; collect it from the GST portal if not received automatically.
File Annual Returns — MCA and IT (from year-end)
From the first financial year-end, the company must file: AOC-4 (annual financial statements, due 30 days after AGM) and MGT-7 (annual return, due 60 days after AGM). The AGM must be held within 9 months of the first financial year-end (15 months for subsequent years). Income Tax Return (ITR-6) is due by October 31 for companies.
Common mistakes to avoid
- Not issuing share certificates within 2 months — this is a violation of Section 56 of the Companies Act and makes the share allotment technically defective.
- Missing the ADT-1 filing deadline — appointment of auditor without MCA filing means the company is in default from day 30.
- Skipping the first Board Meeting — without the first board meeting, the registered office is not officially confirmed and the auditor appointment is not recorded.
- Filing ITR-6 without a tax audit — all companies (irrespective of turnover) must have accounts audited under Section 44AB and file the Tax Audit Report (Form 3CA/3CD) before the ITR.
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 ends on March 31, and the AGM must be held by December 31 of the following year.
Is a company secretary mandatory for a Private Limited Company?
A whole-time Company Secretary is mandatory only for companies with paid-up capital of ₹10 crore or more. Smaller companies must ensure their annual filings are signed by a practising CS but need not have one on their payroll.
What are the annual compliance costs for a new Pvt Ltd?
Typical annual compliance costs include: statutory audit fee (₹15,000–₹50,000), CA for ITR and tax audit (₹10,000–₹30,000), MCA filing fees (₹1,000–₹5,000), and GST return filing (₹5,000–₹15,000 if outsourced). Total ranges from ₹35,000–₹1.5 lakh depending on transaction volume.
Can I convert the company's financial year from April-March?
By default, the financial year is April 1 – March 31. A different financial year is only allowed for companies that are subsidiaries of foreign companies (to align with parent's year). All other companies must follow the April–March FY.
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