After incorporating a company in India, you must deposit subscribed share capital and file Form INC-20A (declaration of commencement of business) within 180 days, appoint your first statutory auditor via Form ADT-1 within 30 days, open a company bank account, set up statutory registers and issue share certificates, and hold your first board meeting within 30 days of incorporation. Skipping INC-20A means the company legally cannot start operating or use its bank account for business.
In This Guide:
- 1. The Trap: Thinking Incorporation Is the Finish Line
- 2. First 30 Days — Non-Negotiables
- 3. Within 60-180 Days
- 4. Setting Up Statutory Registers
- 5. Share Certificates — Often Forgotten, Legally Required
- 6. A Simple 90-Day Timeline
- 7. Frequently Asked Questions
1. The Trap: Thinking Incorporation Is the Finish Line
We see this constantly — a founder gets their Certificate of Incorporation, breathes a sigh of relief, and moves straight into building the business, assuming the legal side is done. It isn’t. Several time-sensitive filings kick in the moment your company exists, and missing them creates real problems — from being legally unable to operate, to penalties that stack up quietly in the background while you’re focused on the business itself.
2. First 30 Days — Non-Negotiables
- Deposit subscribed capital — every subscriber (shareholder named in the MOA) must transfer their committed share capital into the company’s bank account
- Appoint your first statutory auditor — Form ADT-1, due within 30 days of incorporation
- Hold your first board meeting — within 30 days of incorporation, to formally record key decisions like opening the bank account and appointing the auditor
- Open a current bank account in the company’s name — using your Certificate of Incorporation, PAN, and board resolution
3. Within 60-180 Days
| Compliance Item | Deadline | What Happens If Missed |
|---|---|---|
| Form INC-20A (Commencement of Business) | Within 180 days of incorporation | Company cannot legally operate or borrow money; penalty of ₹50,000 on the company plus ₹1,000/day on officers in default |
| Issue share certificates to subscribers | Within 60 days of incorporation | Penalty on the company and officers in default; creates ownership ambiguity |
| GST registration (if applicable) | Before crossing turnover threshold, or voluntarily earlier | Penalty for late registration once threshold crossed |
| PF/ESI registration (if employees hired) | Within 20 days of applicability | Penalties and interest on delayed contributions |
4. Setting Up Statutory Registers
Every company must maintain a set of statutory registers from incorporation onward — Register of Members, Register of Directors and KMP, Register of Charges (if any loans are secured against company assets), and minutes books for board and general meetings. These aren’t filed with the government routinely, but they must be maintained and produced if the ROC, an auditor, or an investor’s due diligence team asks for them — which happens more often than founders expect, particularly during fundraising.
5. Share Certificates — Often Forgotten, Legally Required
Within 60 days of incorporation, the company must issue share certificates to each subscriber, reflecting their shareholding. This is frequently overlooked because it doesn’t involve a government filing — but it’s a legal requirement, and appropriate stamp duty must be paid on the certificates as per your state’s rates. Skipping this step is one of the most common gaps we find when reviewing an existing company’s records for a funding round or ownership dispute.
6. A Simple 90-Day Timeline
| Timeframe | Action |
|---|---|
| Week 1 | Deposit subscribed capital; open bank account |
| Within 30 days | Hold first board meeting; file ADT-1 (auditor appointment) |
| Within 60 days | Issue share certificates to all subscribers |
| Within 90 days | Set up statutory registers; register for GST if applicable |
| Within 180 days | File INC-20A (commencement of business) — hard deadline |
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7. Frequently Asked Questions
Q1: What compliance is needed after incorporating a company in India?
A: Depositing subscribed capital, appointing a statutory auditor (Form ADT-1), holding a first board meeting, opening a bank account, issuing share certificates, and filing Form INC-20A within 180 days to declare commencement of business.
Q2: What is Form INC-20A?
A: INC-20A is a mandatory declaration confirming the company has received its subscribed share capital, filed within 180 days of incorporation. Without it, the company cannot legally commence business operations or borrow money.
Q3: Do I need to open a bank account immediately after registration?
A: Yes, promptly — subscribers need to deposit their share capital into the company’s account, and this deposit is a prerequisite for filing INC-20A, so delaying the bank account delays your entire compliance timeline.
Q4: What is the penalty for not filing INC-20A?
A: ₹50,000 penalty on the company, plus ₹1,000 per day (up to a maximum) on every officer in default, in addition to being legally unable to operate until it’s filed.
Q5: When must share certificates be issued after incorporation?
A: Within 60 days of incorporation, to every subscriber named in the Memorandum of Association, with applicable stamp duty paid as per state rates.
Q6: Is a board meeting mandatory right after incorporation?
A: Yes — the first board meeting must be held within 30 days of incorporation to formally record decisions like opening the bank account and appointing the statutory auditor.
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