Post Incorporation Compliance for Private Limited Company

In India the most popular form of business entity is Private Limited Company. Every month on an average there are more than 500 companies registered all over India as per Ministry of Corporate Affairs (MCA) data. Companies Act, 2013 and Companies (Incorporation) Amendment Rules, 2019 regulates all rules and regulations for incorporation of companies in India. Once the company gets registered successfully on Ministry of Corporate (MCA) site, there are some post incorporation compliance for Private Limited Company to be complied. Getting company certificate is only start point. There are several post registration compliance’s Private Limited Company need to follow. Management of company should be aware about compliance’s. Non compliance may attract late filing fees and penalties on Company as well as directors. in this article we discussion about ROC Compliance Check List for Private Limited Company. Like open bank account, appointment of auditor , issue share certificate etc. Every company which is registered shall comply with some post incorporation requirements.

S.No.	Type of compliance	Remarks
1	Opening Current Account	Mandatory – within 180 Days
2	First Borad Meeting	Mandatory – within 30 Days
3	Deposit Share Capital in Bank	Mandatory – within 180 Days
4	Issue Share Certificate	Mandatory – within 30 Days
5	Registered address	Mandatory
6	Auditor Appointment	Mandatory – within 30 Days
7	Company Name Board	Mandatory
8	Print Letter Heads	Mandatory
9	Disclosure of Interest	Mandatory
10	Statutory Register	Mandatory
11	Decleration of Commencement of Business	Mandatory – within 180 Days
12	Books of Account	Mandatory
13	Shop Act Registration	Mandatory
14	GST Registration	Mandatory- Event Based
15	PT Registration	Mandatory
16	Trade Mark	Optional

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Post incorporation compliance check list for Private Limited Company

Here are some major post incorporation compliance check list for Private Limited Company as non-compliance of which may attract various penal provisions as per Companies Act, 2013.

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1. Opening of Bank Account

Once a Private Limited Company is incorporated, the first and foremost step is opening of Bank Account in the name of the Company. As company is an artificial person hence all company related transactions shall route from its Current account. Opening of bank account may require following documents-

• Copy of Articles of Association of the Company
• Copy of Memorandum of Association of the Company
• Challan copy of Spice form
• Copy of Pan Acknowledgement
• Copy of Board Resolution

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2. First Board Meeting

Section 173(1), of The Companies Act 2013 deals with conduct of Board meeting of the companies. As per the provisions of the section, a company shall within 30 days from the date of its incorporation conduct first board meeting of the company. Directors can attend the meeting either in person or through video conferencing.

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3. Deposit of Share capital money

Once bank account is opened, the next compliance is of depositing the share capital money in the bank account within 180 days from the date of incorporation of the company. Its filing of Filing for Declaration to Commence the Business (INC-20A).

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4. Issue of Share Certificates and payment of stamp duty

The company shall issue share certificates to the shareholders of the company within 60 days from the date of incorporation of the company and pay stamp duty within 30 days from the date of allotment of shares as per the relevant stamp act applicable on the state.

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5. Registered address:

As per Section 12(1) of the Companies Act, 2013 a company should have its registered office within 15 days from the date of incorporation of the company. This address should be used for all types of future communications from various authorities.

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6. Appointment of Auditors within 30 days

As per Section 139 of the Companies Act, 2013 every company is required to appoint its first auditor within 30 days of incorporation by its board of directors and in case the board of directors fails to appoint the auditor within said period of 30 days then they shall call an extraordinary general meeting of shareholders for appointing an auditor. The appointment of auditor through shareholder must be completed within 90 days.

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7. Affixing Company Name Board

Once the company is registered,it is required to affix its name at every place from where it is carrying on business all over India. The name board need to have details of company name , CIN number , address.

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8. Printing of letter heads

Section 12 mandate a company to print the following information on all its Business Letterhead / Billheads/Letter Papers etc. Even for opening current account of company Letter heads are required. Letterhead must have company full name and company’s registered address. 

• Name of the Company    
• Address of Registered Office
• CIN Number
• Telephone No.
• Fax (if any)
• E-mail Id(if any)
• Website address(if any )

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9. Disclosure of interest

At First board meeting, every director is under obligation to disclose his interest in any company/firm/body corporate/association of individuals as outlined in section 184(1) of the Companies Act 2013. Any changes in the disclosures shall be intimated by the director to board of directors in its first meeting held during each financial year. An independent director, if any, must give a declaration that he meets the criteria of independence during the first board meeting as a director.

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10. Maintenance of Statutory Registers 

It is mandatory as a post incorporation compliance for Private Limited Company to maintain statutory registers. Company shall maintain these statutory registers at company registered office address.

• Register of members
• Register of Debenture holders
• Index of Members & Debenture-Holders
• Register & Index of Beneficial Owner
• Registers of Renewed & Duplicate Share Certificates etc

11. Declaration of Commencement of Business

As a post incorporation requirements of a company, every company is required to file a declaration of commencement of business within 180 days from the date of incorporation of the company in accordance with the Companies (Amendment) Ordinance 2018, Section 10A, in form INC-20A.

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12. Books of Accounts

As per section 128, every company shall maintain proper books of accounts which shall represent true and fair view of the financial disclosure of the company. Company can shall maintain double entry bookkeeping. 

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13. Apply Shop Act Registration

Post Incorporation Compliance for Private Limited Company, the next important step is obtaining shop act license immediately. Shop Act is state Government registration. Within 30 days of registration company shall obtain Shop Act Registration.The basic documents for obtaining shop act license is MOA, AOA, COI, Directors KYC documents etc. This registration have details such as Company Name, Address , Activity , Number of employees , Registration date etc. 

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14. Apply GST Registration

 

Every business with annual turnover exceeds Rs. 40 lakhs or Service providers 20 lakhs is required to GST Registration under Goods and Services Tax (GST). However Company can apply Shop Act Registration suomoto. In most of cases where company dealing with MNC companies they demand GST registration number. As a business need Company can apply for GST Registration. 

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15. Professional Tax Registration of Company and its Directors

It is mandatory to obtain Professional Tax registration to company and all directors, all designated partners and all employers. However, all Union Territories including NCT of Delhi and certain states like Haryana, Punjab, Rajasthan, Uttar Pradesh etc. does not have any law to tax profession.

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16. Apply for Trade mark registration

Companies should make immediate provisions for application of trademark at www.ipindia.nic.in Application of trademark is prima facie requirement for Post incorporation compliance requirement for Private Limited Company.

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Conclusion:

Owing to todays legal world where every company is under obligation to comply with basic legal framework, Post Incorporation Compliance for Private Limited Company is most essential and basic need from compliance view in order to avoid monetary as well as non-monetary penalties.

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