First-Year Compliance Checklist for a New Private Limited Company
Getting your Certificate of Incorporation is the milestone every founder celebrates. What most do not realise is that the compliance clock starts the same day, with deadlines in the first 30, 60 and 180 days. Here is the full first-year checklist.
Compliance starts at incorporation, not at year-end. Several deadlines fall within the first six months.
First 30 days: first board meeting, appoint the first auditor, open the bank account and deposit capital.
Within 180 days: file INC-20A (commencement of business), or face a ₹50,000 penalty and strike-off risk.
Then the annual cycle: DIR-3 KYC, AGM, AOC-4, MGT-7 and the income tax return, every year.
The clock starts at incorporation
Registering your company is the beginning, not the end. Post-incorporation compliance is a continuous legal obligation that runs from the date on your Certificate of Incorporation, and several of the most important deadlines fall within the first six months, long before you think about annual filings.
Most founders understand this in theory but miss it in practice: the first auditor is not formally appointed, INC-20A slips past 180 days, board meetings go unminuted. Each of those is a statutory default with daily penalties and, in the worst case, director disqualification or strike-off. This checklist keeps you clear.
The first 30 days
The busiest window is right after incorporation. Within roughly the first month:
- Hold the first board meeting within 30 days of incorporation. Directors also make their interest disclosures in Form MBP-1 at this first meeting.
- Appoint the first auditor within 30 days of incorporation. The board appoints a Chartered Accountant who holds office until the first AGM, and Form ADT-1 is filed with the ROC within 15 days of the appointment.
- Open the company bank account and deposit the subscription (paid-up capital) money. You will need a board resolution authorising the account and signatories.
- File INC-22 if your registered office was not finalised at incorporation, within 30 days.
The bank account matters beyond banking, because you cannot file INC-20A without proof that the subscription money has been deposited.
The first 60 to 180 days
Two more deadlines follow in the first half-year:
- Issue share certificates to subscribers within 60 days of incorporation.
- File Form INC-20A, the declaration for commencement of business, within 180 days of incorporation. It confirms the subscribers have paid in their capital.
INC-20A is the one founders most often miss, and it is the most dangerous to miss. Until it is filed, the company cannot legally commence business, borrow, or in practice operate cleanly. The penalty is steep: a company fine of ₹50,000 plus ₹1,000 per day for each officer in default, and the ROC can strike the company off the register for non-filing.
What you maintain from day one
Separate from the dated filings, some obligations begin immediately and continue indefinitely:
- Statutory registers at the registered office, the register of members (MGT-1), of directors and KMP, and of charges, mandatory under Section 88.
- Minutes books for board and general meetings.
- Proper books of accounts, maintained from day one.
These are not filed with anyone routinely, but they must exist and be current. Auditors, and the ROC in any inspection, expect to see them. Setting them up correctly at the start is far easier than reconstructing them later. This groundwork is part of what our company registration service puts in place when it incorporates for you.
The annual cycle that follows
Once the one-time items are done, the recurring annual cycle begins and runs every year:
| Obligation | Form | Deadline |
|---|---|---|
| Director KYC | DIR-3 KYC | 30 September each year |
| Return of deposits | DPT-3 | 30 June each year |
| Board meetings | n/a | Minimum four a year (gap rules apply) |
| Annual General Meeting | n/a | Within six months of year-end (first AGM has longer) |
| Financial statements | AOC-4 | Within 30 days of the AGM |
| Annual return | MGT-7 / 7A | Within 60 days of the AGM |
| Income tax return | ITR-6 | As applicable (audit cases later) |
Our annual filing calendar guide covers this recurring cycle in detail, and our ROC compliance service runs it for you.
The cost of missing deadlines
The penalty structure is what makes this urgent. For the annual ROC filings, default triggers ₹100 per day per form, with no upper cap, so a forgotten filing quietly compounds into a large number. Worse, if a company fails to file for two consecutive financial years, the ROC can strike its name off the register, and directors who default for three consecutive years can be disqualified from holding any directorship for five years.
A single missed deadline is rarely fatal, but the pattern, no auditor appointed, INC-20A late, returns piling up, is how founders lose control of a company they built. The fix is simple: a compliance calendar from day one. Our incorporation and ROC compliance services set one up and keep every deadline met.
Quick answers
When is the first board meeting? Within 30 days of incorporation. When must the first auditor be appointed? Within 30 days, with ADT-1 filed within 15 days of appointment. What is INC-20A and when is it due? The commencement-of-business declaration, within 180 days of incorporation. What happens if I miss it? A ₹50,000 company fine plus ₹1,000 a day per officer, and strike-off risk. What is DIR-3 KYC? An annual KYC every director files by 30 September to keep their DIN active. Want it all handled? Our ROC team manages your first-year and ongoing compliance.
The ITR Filing Checklist for AY 2026-27
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Frequently asked questions
Service: Company Registration & ROC Compliance
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