Post incorporation compliance for a private limited company

After getting certificate of incorporation, a private limited company is required to comply with certain rules and regulations as per the Companies Act 2013. Certain new provisions are added to the 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 incorporation.

Below in this article, we have listed 5 post incorporation compliance that each and every private limited company should follow after incorporation.

Non-compliance to these mandatory requirements may lead to fines and penalties. Therefore, we suggest you to be aware about these post incorporation compliance requirements applicable to a private limited company.

Before getting into these post incorporation compliance, we suggest you to check your company master data online. Company master data will let you know details such as company’s authorized share capital, registered office address, category, CIN, paid-up share capital, status, email ID and date of incorporation etc. If you find any incorrect details, then take up this matter to the concerned person who has registered your company.

Appointment of Company’s First 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 extraordinary general meeting.

Therefore, Post incorporation, the board of directors is required to appoint a chartered accountant in practice as its first auditor.

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. Therefore, your private limited company should appoint a chartered accountant who is in whole time practice as company’s first auditor and file e-Form ADT1 within 15 days from the date of appointment with state 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: –

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.

Date of incorporation will be mentioned on the certificate issued by MCA.

Non compliance to this provision will attract additional fees in addition to the normal fee based on the nominal share capital of company.

Also read: Detail provisions related to situation of registered office and filing of e-Form INC22

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 1,000 rupees 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 1,00,000 rupees.

It’s not only a post incorporation compliance for private limited companies but also ongoing compliance which every private limited company needs to follow.

Open a Bank Account and Issue of share certificate to subscribers

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 5,000 rupees up to a maximum limit of 25, 000 rupees and every officer in default shall be punishable with fine which shall not be less than 10,000 rupees but which may extend to 1,00,000 rupees.

File Audit Report, Financial Statements and Annual Report

At the end of the year, a private limited company is required to prepare its balance sheet, profit and loss account, Cash flow statements if applicable, auditor’s report and annual return for the whole year.

These documents are required to be audited from the appointed auditor and thereafter should be filed with ROC on or before the due date with the registrar of companies.

Non compliance to this provision will attract additional fee in addition to the normal fee that are charged while filing the e-Form.

Filing of annual report, financial statements and audit report is required to be complied after the end of the year. However, all others listed above are required to be complied immediately after incorporation.

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.
  • If GST registration is applicable, then you can apply for it.
  • Get a common seal (not mandatory)
  • 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.

Now a days, PAN and TAN are issued at the time of company’s incorporation. You need not apply for it separately with income tax department. In addition to these compliance, you might be required to comply with certain additional requirements as per law based on your nature of business and requirements. Therefore, we suggest you to consult your financial adviser on this.

is a fellow member of the Institute of Chartered Accountants of India. He lives in Bhubaneswar, India. He writes about personal finance, income tax, goods and services tax (GST), company law and other topics on finance. Follow him on facebook or instagram or twitter.

16 thoughts on “Post incorporation compliance for a private limited company”

  1. what will happen if the subscribers did not bring capital under the new companies act.

  2. Hi ,

    We have registered Pvt Ltd company on April 2016 through one of the CA firm., i would like to know what are the original documents we should get after Post Incorporation. and what are the steps to take post incorporation towards compliance requirements.

  3. If a company promoter has not paid the full subscription fee amount as signed off in the MOA during company incoporation, but the full entitlement of his shares were transferred to him in good faith (that he would pay up the outstanding amount subsequently) already, what legal recourse does the company have if this promoter later refuses to pay this outstanding amount?

  4. I registered a company on 23rd march 2016 but till date we are still planning for office space and other things and today i get a call from CA that you have to appoint Auditor . so what should i have to do now what are mandatory thing i have to do?
    CA already given all certificate like IC,MOA,AOA .now what to do ?

    1. Hi Abdullah,

      I have registered Pvt Ltd Company with CA, But i did not get original docs of IC,MOA,AOA. also Digital signature is with CA. Did you get all the original copies of IC,MOA and AOA or only the email copies.

      Thanks,
      Rk

  5. I am Running small Company … Which Form mandate to be submitted to ROC after getting incorporation certificate …

  6. Is a Private Limited Company required to file Return of Allotment of subscription by subscribers to Memorandum

  7. Me and my friend registered a Private Limited company in April 2012, but due to financial problems we didn’t operate business. Now, we wish to resume the business. We only have the MOA and Incorporation certificate. We don’t have company PAN or TAN. What are the procedures to to make the Company up to date? How much late fee or penalty, we have to pay to ROC? We don’t have much knowledge about taxation and fillings. Please guide us.
    Thanks

  8. Sir,
    I have incorporated a private limited company whose AOA mentions that the company can commence business after receiving certificate of commencement of business. But now the said requirement is done away with.
    My question is whether INC-29 to be filed or amendment in AOA is required or any other course of action?

    Thanks in advance

  9. Dear Team,
    I have a query relating to the financial year closing date after getting Certificate of Commencement of Business(COB).The Company is incorporated in November 2014 but the date of commencement of business is from January 2015. In this case i want to know that what will be the financial year closing date for books of accounts. Is it 31/03/2015 or 31/03/2016. Please help me. Its urgent.
    Thank you.

  10. Sir i have incorporated a Company of 25th march 2014 so what are the compliances for me regarding filing with Roc, MCA and meetings, auditors etc.

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