AS | Ankit Sarawagi|Founder, CFOmatrix·June 2026·12 min read | Updated Jun 2026 |
- The first 180 days carry the hard deadlines: first board meeting and auditor (ADT-1) in 30 days, share certificates in 60 days, INC-20A in 180 days.
- INC-20A is the one that bites: until you file it you cannot legally start business or borrow, and non-filing can lead to a penalty and strike-off.
- Share certificates are a paper, not a formality: issue within 60 days, then pay state stamp duty within 30 days of issue, or due diligence flags it later.
- A non-resident shareholder makes it slower and stricter: file FC-GPR with the RBI within 30 days of allotment at a FEMA-compliant price.
- Assign founder and contractor IP to the company, keep statutory registers, and never mix personal and company money: all three are routine investor red flags.
| 60 days To issue share certificates to every subscriber | 180 days To file INC-20A before you can start business or borrow | 30 days To appoint the auditor (ADT-1) and to file FC-GPR |
To keep this concrete we will follow Brewly, a newly incorporated D2C coffee brand with two resident founders and one angel investor based in Dubai. Brewly shows where each deadline lands, and how the Dubai investor turns several steps into non-resident, slower and stricter versions.
Why Post-Incorporation Compliance Matters
A post-incorporation compliance checklist is the set of legal, financial and filing tasks an Indian company must complete in the weeks after it is registered. Incorporation on SPICe+ gives you a Certificate of Incorporation, a PAN, a TAN and a company bank account. It does not make you compliant. The clock on a series of strict deadlines starts the day you incorporate.
The reason founders miss these is simple: incorporation feels like the finish line, so the team moves straight to building product and selling. But the missed items are not cosmetic. They carry day-rate penalties, can deactivate your director IDs, can stop you from borrowing, and surface as red flags the moment an investor opens your data room. Most are cheap to do on time and painful to fix late.
This guide focuses on the one-time, first-year compliances that are commonly missed. Recurring annual filings (AOC-4, MGT-7, income tax return, board meetings, AGM) are a separate rhythm. If you skipped a step at incorporation itself, also see our document checklist (free download) to confirm nothing was left open.
The First 30 Days: Board Meeting, Auditor & Paid-Up Capital
The first 30 days carry three tasks that founders treat as optional and that are not. Get these done in the opening month and the rest of the year is easier.
Hold the first board meeting within 30 days
The first board meeting must be held within 30 days of incorporation. It is where the board notes the incorporation, adopts the company seal and bank resolutions, takes the auditor on record and approves the share allotment. No formal first meeting means later resolutions sit on shaky ground.
Appoint the first auditor and file ADT-1 within 30 days
The board must appoint the first statutory auditor within 30 days of incorporation, and the company files Form ADT-1 to record it. Skip it and the appointment can fall to the members, and you carry a non-compliance that the auditor themselves will note in year one.
Deposit the subscribed paid-up capital
Each subscriber to the MOA agreed to pay for their shares. That subscribed paid-up capital must actually be deposited into the company bank account, from each subscriber’s own account, before you can validly issue share certificates or file INC-20A. Founders often forget to move the money, which then blocks INC-20A.
The subscription money must come from each subscriber’s own bank account into the company account, with a clear bank trail. Paying it as cash, or routing it through one founder, breaks the proof that capital was actually brought in, and that proof is exactly what INC-20A and the bank attestation rely on.
Share Certificates in 60 Days, Stamp Duty in 30
Share certificates are the legal proof of who owns the company, and they have two separate deadlines that founders routinely collapse into “we will do it later”. You cannot. Share certificates must be issued within 60 days (2 months) of incorporation, and stamp duty on them must be paid within 30 days of issue, at a state-specific rate.
For Brewly, the two founders each need a physical (or dematerialised) share certificate within 60 days, signed by two directors, recorded in the Register of Members. Then within 30 days of issuing those certificates, Brewly pays stamp duty in its state (rates vary, commonly a small fraction of a percent of issue value). Miss either and the cap table is technically unpapered.
60 then 30: issue the certificate within 60 days of incorporation, stamp it within 30 days of issue. Two clocks, started at different events. Diarise both the day shares are allotted.
The consequence is twofold. There is a statutory penalty on the company and officers for non-issue. More practically, when you raise, an investor’s lawyer will ask for stamped share certificates and the Register of Members. Gaps here slow the round, trigger rectification costs and dent confidence in how the company is run.
INC-20A: The 180-Day Trap
Form INC-20A is the declaration of commencement of business, and it must be filed within 180 days of incorporation. It confirms that every subscriber has paid the value of the shares they agreed to take. This is the single most consequential miss on the whole checklist, because of what it blocks.
Until INC-20A is filed, the company cannot legally start business and cannot borrow money. So a company that takes a loan or signs a major contract before filing is on the wrong side of the law from day one.
Non-filing of INC-20A commonly attracts a penalty of around ₹50,000 on the company and ₹1,000 per day on each officer in default (capped at ₹1 lakh), and the Registrar can move to strike the company off the register. The fix is simple if done on time, expensive if not. Verify the current figures on mca.gov.in.
The sequence matters: deposit the paid-up capital first, get the bank statement showing it, then file INC-20A within the 180 days. For Brewly, the founders set a reminder for day 150 so there is buffer to gather the bank proof.
FC-GPR: The Extra Step for Non-Resident Shareholders
If any shares are allotted to a non-resident (foreign) shareholder, the company has an additional, time-bound RBI reporting duty on top of everything above: file FC-GPR on the RBI’s FIRMS portal within 30 days of share allotment. This is the step that makes a non-resident-funded company slower and pricier to keep compliant.
FC-GPR (Foreign Currency Gross Provisional Return) reports the foreign investment under FEMA. To file it you need the FIRC (Foreign Inward Remittance Certificate) and KYC from the bank, and the shares must be issued at a FEMA-compliant price supported by a valuation. Brewly’s Dubai angel triggers all of this: the inward money must arrive through banking channels, the bank issues the FIRC, and FC-GPR goes in within 30 days of allotment.
A non-resident founder or investor makes the whole timeline slower from the start: foreign documents need apostille or notarisation at incorporation, and FC-GPR adds a hard 30-day RBI clock at allotment. Late FC-GPR attracts a Late Submission Fee and can stall your next round, so for any foreign money, treat FC-GPR as non-negotiable and start the bank paperwork the day funds land.
IP Assignment, Mixing Funds & Statutory Registers
Three items here have no MCA form and no day-rate penalty, which is exactly why they get ignored. They are still the ones that most often blow up in due diligence.
Assign founder and contractor IP to the company
Founders, employees and contractors should formally assign the IP they create (code, designs, brand, content) to the company through written assignment agreements. If a founder personally registered the domain or trademark, or a freelance developer owns the code, the company does not actually own its core assets. Investors flag this hard in due diligence and may make assignment a condition of funding.
Do not mix personal and company funds
The company is a separate legal entity. Its money belongs in the company account and must be spent on company purposes. Paying personal bills from the company account (or vice versa) corrupts the books, creates tax and audit problems, and weakens the limited-liability protection that was the whole point of incorporating. Pay yourself a defined salary or claim reimbursements with receipts.
Maintain statutory registers and DIR-3 KYC
Keep the statutory registers from day one: Register of Members, Register of Directors, Register of Charges and the minutes books. Separately, every director must file DIR-3 KYC annually (generally by 30 September). Miss it and the director’s DIN is deactivated, with a reactivation fee (commonly ₹5,000) before it can be used again, which can freeze your filings and signings.
Sign founder IP assignment agreements on day one, while everyone is aligned and equity is fresh. Asking a co-founder to assign IP after a falling-out, or a contractor after they have moved on, is far harder and more expensive than doing it at the start.
The Full Post-Incorporation Compliance Checklist
Here is the complete checklist in one table: the task, the deadline, and the consequence of missing it. Download the free post-incorporation compliance checklist to track each item against your own incorporation date.
| Task | Deadline | If you miss it |
|---|---|---|
| First board meeting | Within 30 days | Later resolutions stand on weak ground |
| Appoint first auditor (ADT-1) | Within 30 days | Non-compliance noted; appointment can shift to members |
| Deposit paid-up capital | Before INC-20A | Blocks share certificates and INC-20A |
| Issue share certificates | Within 60 days | Penalty; cap table unpapered for due diligence |
| Pay stamp duty on certificates | 30 days of issue | Unstamped shares; rectification cost later |
| File INC-20A (commencement) | Within 180 days | ₹50,000 + ₹1,000/day per officer; risk of strike-off |
| File FC-GPR (non-resident shares) | 30 days of allotment | Late Submission Fee; complicates future rounds |
| Assign founder/contractor IP | As early as possible | Company does not own its core assets; DD red flag |
| Keep funds separate; maintain registers | Ongoing | Broken books, weakened limited liability |
| File DIR-3 KYC (per director) | Annually (by 30 Sep) | DIN deactivated; ₹5,000 reactivation fee |
Beyond this one-time list, line up the registrations your business actually needs: GST (mandatory above ₹40 lakh turnover for goods or ₹20 lakh for services, or for inter-state and e-commerce supply), Professional Tax in states that levy it, Shops and Establishment, EPF at 20 employees and ESI at 10. The free, instant ones are worth doing early too: Udyam (MSME) and DPIIT / Startup India recognition. Verify all current fees and thresholds on mca.gov.in.
“Incorporation is the easy day. The expensive mistakes happen in the quiet 180 days after it, when nobody is watching the calendar.”
Ankit Sarawagi, CFOmatrixFrequently Asked Questions
What is on a post-incorporation compliance checklist in India?
A post-incorporation compliance checklist for an Indian private limited company covers: holding the first board meeting within 30 days, appointing the first auditor and filing ADT-1 within 30 days, depositing the subscribed paid-up capital into the company bank account, issuing share certificates within 60 days and paying stamp duty within 30 days of issue, filing INC-20A (commencement of business) within 180 days, filing FC-GPR with the RBI within 30 days where there are non-resident shareholders, assigning founder and contractor IP to the company, filing DIR-3 KYC for directors annually, and maintaining statutory registers. Verify current rules on mca.gov.in.
What is the deadline to issue share certificates after incorporation?
Share certificates must be issued within 60 days (2 months) of incorporation. Stamp duty on those certificates must then be paid within 30 days of issue, at a state-specific rate. Missing the deadline can attract penalties on the company and its officers, and gaps in share certificates and stamping are routinely flagged in investor due diligence.
What happens if you do not file INC-20A?
INC-20A is the declaration of commencement of business and must be filed within 180 days of incorporation, after the subscribers have paid in their capital. Until it is filed you cannot legally start business or borrow money. Non-filing attracts a penalty (commonly around ₹50,000 on the company and ₹1,000 per day on each officer in default, up to ₹1 lakh) and the Registrar can move to strike the company off. Verify the current figures on mca.gov.in.
Is FC-GPR mandatory for a non-resident shareholder?
Yes. When shares are allotted to a non-resident (foreign) shareholder, the company must report the foreign investment by filing FC-GPR with the RBI on the FIRMS portal within 30 days of allotment, using the FIRC and KYC from the bank and a FEMA-compliant issue price. Late filing attracts a Late Submission Fee and can complicate future fundraising, so non-resident-funded companies should treat this as a hard deadline.
Do founders need to assign their IP to the company?
Yes. Founders, employees and contractors should formally assign the intellectual property they create (code, designs, brand) to the company through written assignment agreements. If a founder or contractor personally owns key IP, investors will flag it in due diligence and may make it a condition of funding. It is far cheaper to do this at incorporation than to fix it during a round.
When is DIR-3 KYC due for directors?
Every director who holds a DIN must file DIR-3 KYC annually, generally by 30 September each year. If a director misses it, the DIN is deactivated and a reactivation fee (commonly ₹5,000) applies before it can be used again, which can stall filings and signings. Verify the current due date and fee on mca.gov.in.
Why should founders not mix personal and company funds?
A company is a separate legal entity, so its money must sit in the company bank account and be used for company purposes. Mixing personal and company funds breaks the books, creates tax and audit problems, weakens the limited-liability protection of incorporating, and is a red flag in due diligence. Pay yourself a defined salary or reimbursement instead of dipping into the company account.
Deadlines, fees and penalties are general information for India as of 2026 and can change. This is general information, not legal or financial advice. Verify the current fees, forms and rules on mca.gov.in and speak to a qualified company secretary or adviser about your specific situation.
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AS | Founder, CFOmatrix | Finance Strategy & Equity Compliance CFOmatrix is a knowledge platform focused on how finance actually works inside growing companies. Every insight is shaped by real operating experience across startups and growth-stage companies, including cross-border setups. |