What must a private company do after incorporation?
In the first weeks a private company holds its first board meeting, appoints its first auditor, and issues share certificates to the subscribers. Before it starts business it files Form INC-20A, within 180 days of incorporation, stating that those subscribers have paid for their shares. The yearly filings that follow are a different list.
What is done in the first weeks?
The first board meeting is held within 30 days of incorporation. The board appoints the first auditor within 30 days, and that appointment is filed in ADT-1 within 15 days of the board’s decision. If the board does not appoint the auditor, the members do. SPICe+ has already allotted the company’s PAN and TAN, so those are not a fresh application. A current account is opened in the company’s name. The registered office is the address given at incorporation. Form INC-22 is the notice when that office was not the registered office from the start, or when it later changes. It is not a form every company files on day 30.
Books of account start at once, on accrual and in double entry. Where they are kept is on the books page. A shop establishment registration and professional tax, where a state requires them, are state registrations. They are not a 30-day filing with the Registrar.
When are the share certificates issued?
Section 56 requires the certificates for the subscribers to the memorandum within two months of incorporation. A later allotment has its own two months from the date of allotment. The Act does not add a separate rule that the subscribed money must arrive within 60 days. The commencement declaration, below, is the filing that records that the subscribers have paid.
When may the company start business?
A company with share capital files a declaration in Form INC-20A within 180 days of incorporation, and it does not commence business before that declaration. The penalty for default is ₹50,000 on the company and ₹1,000 a day on every officer in default, capped at ₹1 lakh. If the declaration is not filed in those 180 days, the Registrar may start the process of striking the name off.
Incorporation does not create a GSTIN. Goods and services tax is a separate registration, on the GST page. The filings that repeat every year, including the annual return and the board-meeting count for a small company, are on the yearly compliances page. How the company was formed is on the registration page.
Frequently asked questions
Four questions cover the 60-day capital story, a shop registration, GST, and the INC-20A penalty.
Must capital be brought in within 60 days?
The Act does not set a 60-day rule for paying in capital. What it does set is the share certificate, within two months of incorporation for the subscribers, and the commencement declaration within 180 days, which states that the subscribers have paid for their shares.
Is a shop registration an MCA filing?
No. A shop establishment registration and professional tax are state matters, and they are not a 30-day filing with the Registrar of Companies.
Does incorporation create a GSTIN?
No. Goods and services tax is a separate registration. The certificate of incorporation does not allot it.
What is the penalty for skipping INC-20A?
The company is liable to a penalty of ₹50,000. Every officer in default is liable to ₹1,000 for each day the default continues, capped at ₹1 lakh. The Registrar may also move to strike the name off.
Sources
The first board meeting, the first auditor, share certificates, and the commencement declaration are sections 173, 139, 56, and 10A of the Companies Act, 2013.