After getting certificate of incorporation, a private limited company has to comply with certain rules and regulations as required by the new Companies Act 2013. Certain new provisions are added to new Companies Act 2013 as compare to the old Companies act 1956.
There are many requirements that a company should comply to carry on its business. But, today we are going to discuss only those mandatory post incorporation compliance that promoters or directors may miss out after getting certificate of incorporation.
Here are the post incorporation compliance that each and every private limited company should follow after incorporation.
Appointment of Company Auditor – Statutory Auditor
Section 139(6) of the Companies Act, 2013 requires a private limited company to appoint its first auditor in its board meeting by the board of directors within 30 days from the date of incorporation.
If board of directors failed to do so then they shall inform to the members or shareholders of the company and members are required to appoint company auditor within 90 days at an extra ordinary general meeting.
After such appointment, the company auditor has to hold office from the date of incorporation to the completion of first annual general meeting.
Time limit is the most important factor in appointing company auditor. A private limited company can appoint a chartered accountant who is in whole time practice as company auditor and file e-Form ADT1 within 15 days from the date of appointment with registrar of company.
Please remember that filing of e-Form ADT1 with registrar of companies or ROC is not a mandatory requirement but we suggest private limited companies to file it for better compliance.
Also read: –
- How to appoint or reappoint company auditor after first annual general meeting
- How to appoint first auditor for a newly incorporated company
- How and when to file form ADT for auditor appointment
Disclosure of director’s interest in form MGT14
As per section 184(1) of Companies Act, 2013, present and new directors are required to disclose their concern or interest to companies and there after the company has to file form MGT14 with the registrar of companies.
This is a new provision which require compliance for companies. Read our article to know more on the procedure and compliance requirements related to disclosure of director’s interest.
File e-Form INC22 for situation of company’s registered office
As per section 12 of Companies Act, 2013, a company has to set up its registered office within 15 days from the date of incorporation and within 30 days from the date of incorporation they have to file e-Form INC22 with the registrar of companies stating the situation of company’s registered office.
Non compliance to this provision will attract additional fees in addition to the normal fee based on the nominal share capital of company.
Display registered address with other details
As per section 12(3) of Companies Act, 2013, every private limited company is required to
- Paint or affix it’s name and the address of its registered office and keep the same pained or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous manner, in legible letters, and of the characters employed therefore are not those of the language or of one of the language in general use in that locality, also in the characters of that language or of one of those languages;
- have its name engraved in legible characters on its seal;
- get its name, address of its registered office and the corporate identity number along with telephone number, fax number, if any, email and website address, if any, printed in all its business letters, bill-heads, letter papers and in all its notices and other official publications.
Every private limited company is required to comply with this provision. On failure to do so penalty of Rs. 1000 per day shall be imposed on the defaulting company and on every officer in default for every day during which such default continues up to a maximum limit of Rs. 100000.
It’s not only a post incorporation compliance for private limited companies but also ongoing compliance which every private limited company needs to follow.
Allotment of share capital and issue of share certificate to subscribers of MOA
As per section 56(4) (a) of Companies Act, 2013, every company is required to allot and deliver share certificates to all subscribers to the memorandum of association within 2 months from the date of incorporation.
To comply with above requirements a private limited company after incorporation has to first open a bank account. Subscribers to the memorandum of association are required to deposit subscription money of shares as agreed to be taken from their respective bank account to company’s bank account either through a cheque or net banking.
In failure to do so company shall be punishable with fine to the extent of Rs. 5000 up to a maximum limit of Rs.25000 and every officer in default shall be punishable with fine which shall not be less than Rs. 10000 but which may extend to Rs. 100000.
File e-Form INC21 – Declaration of Director after getting certificate of incorporation (Provision removed-now its not required w.e.f 29th May 2015)
A Private limited company having share capital cannot consider the date of incorporation as date of commencement of business. As per section 11 of Companies act 2013, all private and public limited companies having share capital are required to file declaration in Form INC21 for commencement of business with registrar of companies before commencing business or exercise of borrowing power. In failure to do so, registrar of companies may remove name from the registrar.
To know more on filing of INC21 and declaration before commencement of business we request you to read our article on why to file declaration for commencement of business in e-form INC21.
As discussed at the beginning, a private limited company is required to comply with so many other formalities in addition to the above mandatory post incorporation compliance.
Here is a list of certain other requirements that every private limited company after incorporation may comply to run business smoothly.
- Open a current account within 30 days after taking a registration office.
- Keep 2 rubber stamps – one in the name of the company and the other one in the name of company director.
- Apply for a PAN card and TAN in the name of company.
- If registration is required for VAT/CST/Service Tax then apply for it
- Get a common seal
- Get statutory registers
If you have any questions on post incorporation compliance related to a private limited company then we suggest you to drop a comment by using our comment section below.