AS | Ankit Sarawagi|Founder, CFOmatrix·June 2026·11 min read | Updated Jun 2026 |
- Three things are due in 30 days: the first board meeting, appointing the first auditor (file ADT-1), and depositing your paid-up capital.
- Share certificates must go out in 60 days, with stamp duty paid within 30 days of issue at a state-specific rate.
- INC-20A (commencement of business) is due in 180 days. Until it is filed you cannot legally do business or borrow.
- Non-resident shareholders add FC-GPR: file it with the RBI within 30 days of share allotment, with FIRC and KYC.
- Missed deadlines surface as red flags in investor due diligence, so treat post incorporation compliances as fundraising readiness, not paperwork.
| 30 days First board meeting, first auditor (ADT-1) and capital deposit | 60 days Issue share certificates to all subscribers | 180 days File INC-20A before you start business or borrow |
Grab the two checklists that go with this guide: our post-incorporation compliance checklist (every deadline in this article in one printable tracker) and the incorporation document checklist for the documents you needed to register. Keep both with your statutory records.
Why the First 180 Days Matter
Post incorporation compliances matter because the law treats your certificate of incorporation as a starting gun, not a trophy. The Companies Act sets several short, hard deadlines that begin counting from the date of incorporation, and a fresh company has more obligations in its first six months than in most years afterwards.
Founders routinely assume that once the company is registered they can simply start operating. In reality a few critical steps, like depositing capital and filing INC-20A, are legal pre-conditions to doing business at all. Skip them and you are technically operating an entity that is not yet allowed to trade or borrow.
There is also a commercial cost. The very things on this list, share certificates, stamp duty, the auditor appointment, statutory registers and founder IP assignment, are exactly what an investor’s lawyers check in due diligence. A clean compliance trail makes your first raise faster; a messy one means rectification filings, penalties and awkward questions at the worst possible time.
All of the deadlines below run from your date of incorporation (the date on the certificate), not from when you open your bank account or start trading. Put that date at the top of your tracker and count from there.
The 180-Day Deadline Timeline at a Glance
Here is every major post-incorporation deadline in one place. Each row is explained in detail in the sections that follow. Treat this as your master tracker and verify current forms and fees on mca.gov.in.
| Deadline | Task | Form / Action |
|---|---|---|
| Within 30 days | Hold the first board meeting | Minutes on record |
| Within 30 days | Appoint the first auditor | ADT-1 |
| Early (no fixed form date) | Deposit subscribed paid-up capital | Bank current account |
| Within 60 days | Issue share certificates | Physical certificates |
| Within 30 days of issue | Pay stamp duty on share certificates | State stamp duty (rate varies) |
| Within 30 days of allotment | FC-GPR (non-resident shareholders only) | RBI FIRMS portal |
| Within 180 days | Declaration of commencement of business | INC-20A |
| Within 30 days (if not at incorporation) | Confirm registered office | INC-22 |
| Ongoing / annual | Statutory registers, IP assignment, DIR-3 KYC | Registers + DIR-3 KYC |
The First 30 Days: Board Meeting, Auditor & Bank Account
The first 30 days carry three obligations at once: hold your first board meeting, appoint the first statutory auditor (and file ADT-1), and open the bank account so you can deposit capital. Get these done in the first fortnight and the rest of the timeline becomes much easier.
| First board meeting (within 30 days) |
The board must meet within 30 days of incorporation. This first meeting typically takes note of the incorporation, the directors and the registered office, appoints the first auditor, authorises the bank account, and approves issuing share certificates. Record proper minutes; they are the first entry in your governance trail.
| Appoint the first auditor and file ADT-1 (within 30 days) |
The board must appoint the first statutory auditor within 30 days of incorporation, after which the company files Form ADT-1 with the Registrar of Companies. If the board fails to appoint within 30 days, the members must do so within 90 days at an extraordinary general meeting. Every Indian company, even a dormant one, needs a statutory auditor, so do not skip this.
| Open the bank account and deposit paid-up capital |
Your SPICe+ application bundles a bank account through AGILE-PRO-S, but you still need to activate it. Once it is live, each subscriber must actually transfer their subscribed paid-up capital into the company account. This is the step founders most often forget, and it is non-negotiable because INC-20A cannot be filed until the capital is in.
Founders often think the capital is “deemed paid” because the MOA says so. It is not. Each shareholder must physically deposit their subscription amount into the company account from their own bank. No deposit means no valid INC-20A, which means you legally cannot start business.
Capital, Share Certificates and Stamp Duty (60 Days)
Within 60 days of incorporation the company must issue share certificates to every subscriber, and within 30 days of issuing them it must pay state stamp duty on those certificates. These two are quietly the most-missed compliances of the lot, and the most damaging in due diligence.
A share certificate is the legal proof that a person owns their shares. Without it, your cap table is asserted but not properly evidenced. Distinguish clearly between your authorized capital (the ceiling in your MOA) and your paid-up capital (what subscribers actually paid in): certificates are issued for the paid-up shares.
- Issue certificates within 60 days of incorporation to all subscribers named in the MOA.
- Pay stamp duty within 30 days of issue. The rate is state-specific, so check your state’s rate; verify on mca.gov.in and your state stamp authority.
- Enter the holdings in the register of members so the certificate and the register agree.
60 then 30: issue share certificates within 60 days, then pay stamp duty within 30 days of issuing them. Two clocks, back to back.
INC-20A: The Commencement of Business Filing (180 Days)
INC-20A is the declaration of commencement of business, and it is the single most important post-incorporation filing. It must be filed within 180 days of incorporation, and until it is done the company cannot legally start business operations or borrow money.
You can only file INC-20A once the subscribed paid-up capital has actually been deposited in the company bank account, which is why the capital deposit and the share certificates need to happen first. The form is verified by a practising professional (CA, CS or CMA).
Missing INC-20A is serious. It carries a penalty on the company and on every officer in default, and the Registrar can move to strike the company off the register for failing to commence business. Do not let this one drift toward the 180-day line; aim to file it well before.
There is one related deadline to confirm here too: if you did not provide a registered office address at incorporation, you must file INC-22 within 30 days to confirm it. Most SPICe+ filings include the office, so check whether this applies to you.
Non-Resident Shareholders: The Extra FC-GPR Compliance
If any shareholder is non-resident (a foreign founder, an overseas entity or an NRI investing on a non-repatriable basis through inward remittance), you have one extra and time-sensitive post-incorporation compliance: FC-GPR. It must be filed with the RBI on the FIRMS portal within 30 days of allotting shares to that shareholder.
FC-GPR reports the foreign investment to the regulator. To file it you need the FIRC (foreign inward remittance certificate) and KYC from the receiving bank, and the shares must have been issued at a FEMA-compliant price. This is in addition to everything else on this list, not instead of it.
| Step | Resident shareholders | Non-resident shareholders |
|---|---|---|
| Capital inflow | Domestic transfer to company account | Inward remittance, FIRC issued by bank |
| RBI reporting | Not required | FC-GPR within 30 days of allotment |
| Pricing | Face value or as agreed | Must meet FEMA pricing guidelines |
| Late filing risk | Standard ROC penalties | FEMA compounding on top of ROC issues |
FC-GPR has a tight 30-day window from allotment and is easy to miss because it sits with the RBI, not the MCA. Late filing can attract FEMA compounding, which is a paid regularisation process. If you have any foreign shareholder, line up the FIRC and KYC from the bank before you allot.
Statutory Registers, Founder IP Assignment and DIR-3 KYC
Three more post-incorporation compliances do not have a single sharp deadline but should be set up immediately, because they protect both your governance and your fundability: statutory registers, founder IP assignment, and DIR-3 KYC for directors.
Maintain statutory registers
From day one the company must maintain its statutory registers, including the register of members, register of directors and key managerial personnel, and register of charges. These are not optional record-keeping; they are legally required and are reviewed in due diligence.
Get founder and contractor IP assigned to the company
This is the most commonly missed step that is not even a government filing. Founders and early contractors often build the code, designs and brand in their personal capacity. Unless they formally assign that IP to the company, the company does not own its own product, and investors will flag it. Sign IP assignment agreements early so ownership sits with the entity, not with individuals.
File DIR-3 KYC for every director
Every director holding a DIN must complete DIR-3 KYC, an annual filing usually due by 30 September. It is not strictly a first-180-days task, but set a reminder now: a director who misses it gets their DIN deactivated, which blocks all of the company’s filings until it is reactivated.
Think of post-incorporation compliance as your first investor data room. Every item here, certificates, registers, ADT-1, INC-20A, IP assignment, FC-GPR, is a line a diligence lawyer will tick or query. Doing them on time now is the cheapest fundraising prep you will ever do. Use our free compliance checklist as a running tracker.
“The certificate of incorporation is the easy part. The first 180 days of compliance are what make a company actually fundable. Miss them and your first investor finds out before you do.”
Ankit Sarawagi, CFOmatrixFrequently Asked Questions
What are the post incorporation compliances for a private limited company in India?
The main post incorporation compliances in the first 180 days are: hold the first board meeting within 30 days, appoint the first auditor and file ADT-1 within 30 days, open the bank account and deposit paid-up capital, issue share certificates within 60 days and pay stamp duty on them within 30 days of issue, file INC-20A (commencement of business) within 180 days, file FC-GPR within 30 days of allotment if any shareholder is non-resident, maintain statutory registers, complete founder IP assignment, and file DIR-3 KYC for directors. Verify current forms and fees on mca.gov.in.
What is INC-20A and when must it be filed?
INC-20A is the declaration of commencement of business. It must be filed within 180 days of incorporation, and only after the subscribed paid-up capital has been deposited in the company bank account. Until INC-20A is filed, the company cannot legally start business or borrow money. Missing it attracts penalties and can lead to the company being struck off.
When must share certificates be issued after incorporation?
Share certificates must be issued to subscribers within 60 days (two months) of incorporation. Stamp duty on the certificates must then be paid within 30 days of issue, at a state-specific rate. Missing share certificates and unpaid stamp duty are among the most common issues investors flag during due diligence.
When must the first auditor be appointed after incorporation?
The first statutory auditor must be appointed by the board within 30 days of incorporation. The company then files Form ADT-1 with the Registrar of Companies. If the board does not appoint within 30 days, the members must appoint within 90 days at an extraordinary general meeting.
What extra post incorporation compliance applies to non-resident shareholders?
If any shareholder is non-resident, the company must file FC-GPR with the RBI on the FIRMS portal within 30 days of allotting shares to them. This needs the FIRC (foreign inward remittance certificate) and KYC from the bank, and the shares must be issued at a FEMA-compliant price. This step is in addition to all the standard post incorporation compliances.
What happens if you miss post incorporation compliance deadlines?
Missed deadlines carry penalties and create legal and fundraising risk. Not filing INC-20A blocks the company from doing business or borrowing and can lead to strike-off. Missing share certificates, stamp duty or the auditor appointment shows up as red flags in investor due diligence. Late FC-GPR can attract FEMA compounding. Most issues are fixable but cost money and time, so it is far cheaper to meet the deadlines.
Is DIR-3 KYC part of post incorporation compliance?
Yes. Every director with a DIN must complete DIR-3 KYC each year, usually by 30 September. For a newly incorporated company it is an ongoing annual compliance rather than a one-time first-180-days task, but founders should set it up immediately so it is never missed, because a deactivated DIN blocks filings.
Deadlines and forms described here reflect the Companies Act and FEMA framework for India as of 2026 and can change. This is general information, not legal or financial advice. Verify the current forms, fees and rules on mca.gov.in and consult a qualified professional for 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. |