Post-Incorporation Compliance & First Board Meeting
The certificate of incorporation starts a clock. Within 30 days you hold the first board meeting and appoint the first auditor; within two months you issue share certificates; within 180 days you file INC-20A, without which the company cannot start business.
What it is
Post-incorporation compliance means the one-time steps a company completes in its first months after the Registrar issues the certificate of incorporation. It is different from annual ROC compliance, which starts after the first financial year closes.
The rules come from the Companies Act, 2013: Section 173(1) for the first board meeting, Section 139(6) for the first auditor, Section 56(4)(a) for share certificates, Section 12 for the registered office and Section 10A for the declaration of commencement of business. Filings go on the MCA V3 portal.
Who it applies to
New private limited companies
Every company formed through SPICe+, whether you registered it yourself or with us under private limited company registration.
One Person Companies
An OPC follows most of the same steps. An OPC with a single director is exempt from holding board meetings under Section 173, and records decisions in the minutes book instead.
Section 8 and public companies
The same first-30-day rules apply. Public companies have extra steps, such as a larger minimum board of three directors.
Why it matters
Start trading only after INC-20A
A company with share capital cannot commence business or borrow until it files the INC-20A declaration under Section 10A.
Keep the name off the strike-off list
If INC-20A is not filed within 180 days, the Registrar can begin removing the company’s name under Section 248.
Build records lenders trust
Banks, investors and auditors will later ask for the registers, minutes and share certificates you set up now.
Documents required
From incorporation
- Certificate of incorporation with CIN, PAN and TAN
- Memorandum and Articles of Association
- DIN and DSC of each director
For the first board meeting
- MBP-1 disclosure of interest from each director
- Consent and eligibility certificate of the proposed auditor
- Bank account opening papers
For INC-20A
- Bank statement showing subscription money received
- Registered office proof and photographs, if not given in SPICe+
- Any sector licence the company’s objects require
Your first 180 days at a glance
| Step | Law | Deadline |
|---|---|---|
| Registered office and its verification | Section 12(1), 12(2) | 30 days from incorporation |
| First board meeting | Section 173(1) | 30 days from incorporation |
| First auditor appointed by the board | Section 139(6) | 30 days from incorporation |
| Share certificates to subscribers | Section 56(4)(a) | Two months from incorporation |
| Declaration of commencement (INC-20A) | Section 10A | 180 days from incorporation |
| First AGM | Section 96 | Within nine months of the close of the first financial year |
Here is the catch with the auditor. If the board misses the 30-day window, the members must appoint one at an extraordinary general meeting within 90 days. The first auditor holds office until the end of the first AGM.
How it works
Open the bank account and collect capital
Each subscriber pays for the shares they took in the memorandum into the company’s current account. The bank statement becomes proof for INC-20A. In practice, most delays start here. A Faridabad founder who pays the capital from a relative’s account, not their own, creates a mismatch the certifying professional cannot sign off.
Hold the first board meeting
We draft the notice, agenda and minutes: noting incorporation, taking MBP-1 disclosures under Section 184(1), appointing the first auditor, authorising bank signatories and approving share certificates.
Issue certificates and set up registers
We prepare share certificates and the statutory registers, including the register of members under Section 88.
File ADT-1 and INC-20A
We file ADT-1 for the first auditor and INC-20A once the capital is in, certified by a practising professional.
Register for tax and labour laws
We take GST, PF and ESI registrations where they apply and set up the books. Say you are a two-founder software start-up in Sector 16: GST can wait until turnover nears the threshold, but the books start on day one.
Timelines
Finish the setup in 30 days
Registered office in place and verified, first board meeting held and first auditor appointed.
Issue certificates in two months
Share certificates issued to every subscriber of the memorandum.
File INC-20A in 180 days
A company incorporated on 15 May 2026 must file INC-20A by 11 November 2026.
What happens if you miss it
INC-20A penalty and strike-off
₹50,000 on the company and ₹1,000 a day on each officer in default, up to ₹1 lakh, under Section 10A(2). The Registrar may also start removing the company’s name.
Share certificate penalty
Section 56(6) imposes a penalty of ₹50,000 on the company and on every officer in default for not issuing certificates on time.
Name board and office penalty
Not displaying the company’s name and registered office as required costs ₹1,000 a day, up to ₹1 lakh, under Section 12(8).
Frequently asked questions
When must a new company hold its first board meeting?
Within 30 days of the date of incorporation, under Section 173(1) of the Companies Act, 2013. The date on the certificate of incorporation starts the count. After that, a company holds at least four board meetings a year with no more than 120 days between two meetings. Small companies and OPCs need only one meeting in each half of the calendar year. Fix the first meeting date as soon as the certificate arrives and you are covered.
Who appoints the first auditor of a company?
The board of directors, within 30 days of incorporation, under Section 139(6). If the board fails to do so, it informs the members, who must appoint the auditor at an extraordinary general meeting within 90 days. The first auditor holds office until the end of the first AGM. The revised Form ADT-1 has an option for the first auditor, and filing it is recommended. We get the auditor’s consent and eligibility certificate ready before the meeting.
What is INC-20A and when is it due?
INC-20A is the declaration that every subscriber has paid for the shares they agreed to take, filed by a director under Section 10A. It is due within 180 days of incorporation and must be certified by a practising CA, CS or Cost Accountant. Until it is filed, the company cannot commence business or exercise borrowing powers. The government fee is ₹200 to ₹600 depending on authorised capital, so filing on time is cheap.
When must share certificates be issued after incorporation?
Within two months of incorporation, to every subscriber to the memorandum, under Section 56(4)(a). The certificates are approved at a board meeting and signed as the Companies (Share Capital and Debentures) Rules require. Missing the deadline exposes the company and every officer in default to a ₹50,000 penalty under Section 56(6). Approving the certificates at the first board meeting keeps you comfortably inside the window.
Is this the same as annual compliance?
No. Post-incorporation compliance covers the one-time steps of the first months: the first board meeting, first auditor, share certificates and INC-20A. Annual compliance starts after the first financial year ends, with the AGM, financial statements in AOC-4 and the annual return in MGT-7 or MGT-7A. Your first AGM is due within nine months of the close of the first financial year. We can hand over from one to the other without a gap.
Do we need to file anything for the registered office after SPICe+?
Usually not. If the registered office address and proofs were given in SPICe+, the office is verified at incorporation. If you gave only a correspondence address, you must file INC-22 within 30 days with the office proofs. Either way, Section 12(3) requires the company name and registered office to be painted or affixed outside the office. Put the name board up in the first week and it is done.
What does each director disclose at the first board meeting?
Each director discloses their interest in other companies, firms and bodies corporate in Form MBP-1, under Section 184(1). This happens at the first board meeting the director attends, and again at the first board meeting of every financial year, or whenever the interest changes. The company keeps these disclosures on record. We prepare the MBP-1 forms with the meeting papers so every director signs on the day.
Does a new company in Haryana need professional tax registration?
No. Haryana does not levy professional tax, and neither does Delhi, so a company with its office in Faridabad or Gurugram has no professional tax registration. You may still need GST registration if turnover crosses the threshold or you sell goods inter-state, and PF and ESI registration once you have enough employees. We check each one against your business plan in the first month.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
INC-20A carries a government fee of ₹200 to ₹600, set by authorised capital. The slabs: ₹200 below ₹1 lakh, ₹300 for ₹1 lakh to below ₹5 lakh, ₹400 for ₹5 lakh to below ₹25 lakh, ₹500 for ₹25 lakh to below ₹1 crore, and ₹600 at ₹1 crore and above. ADT-1 follows the same ₹200–₹600 range. Late filing multiplies the fee 2× to 12×.
Ready to begin?
Send us your certificate of incorporation, and we will schedule your first board meeting and map the first 180 days.