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.
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.
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.
Table to help you understand relevant dates and form used
| Particulars | Form Name | Timeline |
|---|---|---|
| Appointment of auditor | ADT 1 | Not mandatory, but if you want you need to file it within 30 days from the date of appointment |
| Disclose Interest in other Entities | Form MBP 1 | In First Board Meeting |
| Disclosure of non-disqualification of Directors | DIR – 8 | Within Financial Year |
| Declaration of Commencement of Business | Inc 20A | 180 days from the date of Incorporation |
| File company’s annual return | MGT-7 | Within 60 days of annual general meeting (AGM) |
| File company’s Financial Statement: | AOC-4 | Within 60 days of AGM |
| Director E KYC- Any director holding DIN as on 31st March of FY | DIR-3 KYC | Before 30th Sep of next FY |