With the rise of start-ups and the digital market, avenues for the incorporation of various entities has increased over the years but it is equally important for these new ventures to be in consonance with the pre and post incorporation compliances. To further the ease of doing business, the Government of India launched an online form offering eleven services to facilitate the incorporation of a company. Every company, incorporated from February 2020 onwards has been required to make an application via the two-part INC-32 or SPICe (Simplified Proforma for Incorporating a Company Electronically) form; for the reservation of name, incorporation of the company and, where applicable, the allotment of a Director Identification Number (DIN).
The form is divided into 2 Parts: Part A and Part B, where Part A is filled for the reservation of the company's name and Part B is filled for the incorporation, allotment of DIN, and for the mandatory issue of PAN and TAN. Where applicable, the aforesaid requires linked forms such as e-MOA, e-AOA, URC-1, INC-9. Via the mandatory AGILE-PRO Form, Part B is also filled for the mandatory opening of the company's bank account, issue of professional tax registration (for companies to be registered in Maharashtra and Karnataka), issue of EPFO and ESIC Registrations, and for the allotment of GSTIN (if applied for).
Subsequent to the company being incorporated successfully by way of the aforesaid procedure, a set of other compliances are also required to be fulfilled by the company. Through the below table, we aim to cover details of those compliances and provisions that mandate them.
| TIMELINE | COMPLIANCE | PROVISION |
| Within 30 days from date of incorporation | 1st Board Meeting (that must entail the disclosure of interests by every director) | S. 173, Companies Act, 2013 |
| Post meeting, file MGT-14 | S. 117, Companies Act, 2013 | |
| At the First Board Meeting in which the person participates as a Director | Disclose his concern or interest in any company by filing Form MBP-1, to give notice to the Company | S. 184(1), Companies Act, 2013 |
| Within 30 days | Appoint the 1st Auditor till the conclusion of first AGM | S. 139(6), Companies Act, 2013 |
| Within 15 days of appointment of every auditor | Fill ADT-1 | S. 139(1), Companies Act, 2013. |
| Within 30 days of incorporation | File the form INC 22 with the MCA to establish a registered office | S. 12(2), Companies Act, 2013 |
| As provided under applicable Shops & Establishment Act | File Form as per applicable Shops & Establishment Act | Applicable Shops & Establishment Act |
| Within 30 days of receipt of the amount | Advance Reporting Form | Para 9, Schedule I, Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident Outside India)
Regulations, 2000 RBI Notification RBI/2010-11/199 |
| Within 2 months from date of receipt of application money | Allotment of shares |
Private Placement (S-42, Companies Act, 2013) Right Issue (S-62, Companies Act, 2013) Preferential Allotment (S-62(1)(c), Companies Act, 2013) |
| Within 2 months from date of incorporation | Issuance of share certificates as per Form
SH-1. |
S. 56(4), Companies Act, 2013 |
| Within 30 days from issuance of share certificate | Payment of Stamp Duty on share certificate (where the registered office of the company is situated) | Applicable Stamp Duty Act |
| Within 30 days from date of allotment | Form PAS-3 required to be filed (return of allotment) including list of allotees | S. 39(4) and 42(9), Companies Act, 2013 |
| Within 30 days from date of allotment of subscription money |
Form FC-GPR has to be filled. Step 1: Register the company with the Entity User and Business User on the FIRMS RBI Portal. Step 2: Form has to be filled on the FIRMS RBI Portal |
Para 9, Schedule I, Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident Outside India)
Regulations, 2000 |
| Within 180 days, post depositing share capital money in bank account. | Form 20A: Declaration of Commencement of Business | S. 10A, Companies Act, 2013 Rule 23A, Companies (Incorporation) Amendment Rules, 2018 |
| On or before 15th day of July every year | Filing of Annual Return of Assets and Liabilities (FLA Return) | RBI Circular No. RBI/2 018-19/226 |
| Within one financial year | Minimum of 4 board meetings (with maximum gap of 120 days between 2 such board meetings) | S. 173, Companies Act, 2013 |
| At any time, post obtaining a Digital Signature Certificate | Form DIR-3 to be filed for the allotment of DIN number along with DIR-4 (for any proposed Director other than the first director, whose application would be made in the SPICE form itself) | S. 153, Companies Act, 2019. |
| Within 1 month of receiving DIN | Intimate DIN to the Company | S. 156, Companies Act, 2013. |
| Within 15 days of receipt of information by the Director regarding allotment of DIN | Inform Registrar under Form DIR-3C | S. 157, Companies Act, 2013. |
| Within 30 days of creation of charge on any property, asset or any of its undertakings, tangible or otherwise, situated in or outside India |
Inform Registrar under Form CHG-1 (For other than Debentures) Form CHG-9 (For Debentures) |
S. 77, Companies Act, 2013 |
| N/A | Every Company must affix a board outside the office stating its name and registered office address. | S. 12, Companies Act, 2013 |
| N/A | Letterheads of the company with registered office name & address, Corporate Identification Number (CIN), telephone number, fax number, if any, e-mail and website addresses, if any, are required to be printed. | S. 12, Companies Act, 2013 |
Additionally, a Private Limited Company is also required to maintain the following registers in the Forms provided. The following table details those registers and the provisions that require companies to maintain them in their respective forms:
| NATURE OF REGISTER | FORM | PROVISION |
| Register of Members | Form MGT-1 | S. 88, Companies Act, 2013 |
| Register of Debenture holders or any other securities holders | Form MGT-2 | S. 88, Companies Act, 2013 |
| Register bearing particulars of Directors and Key Managerial Personnel. | Form DIR-12 | S. 170, Companies Act, 2013 and Rule 18, Companies (Appointment and Qualification of Directors) Rules, 2014. |
| Register of Deposits | N/A | Rule 14, Companies (Acceptance of Deposit) Rules, 2014 |
| Register and Index of Beneficial Owners | N/A | S. 11, Depositories Act, 1996 |
| Register of Renewed and Duplicate Share Certificate | Form SH-2 | S. 46, Companies Act, 2013 |
| Register of Sweat Equity Shares | Form SH-3 | S. 54, Companies Act, 2013 and Rule 8, Companies (Share Capital and Debentures) Rules 2014 |
| Register of Employee Stock Option | Form SH-6 | S. 62(1)(b), Companies Act, 2013 and Rule 12, Companies (Share Capital and Debentures) Rules 2014 |
| Register of Shares/Other Securities Bought Back | Form SH-10 | S. 68(9), Companies Act, 2013 and Rule 17, Companies (Share Capital and Debentures) Rules 2014 |
| Register of Charges | Form CHG-7 | S. 85, Companies Act, 2013 and Rule 10, Companies (Registration of Charges) Rules, 2014 |
| Register of Loans, Guarantee, Security and Acquisition | Form MBP-2 | S. 186, Companies Act, 2013 |
| Register of Investment not held in the company's own name | Form MBP-3 | S. 187, Companies Act, 2013 |
| Register of Contracts in which Directors are interested | Form MBP-4 | S. 189, Companies Act, 2013 |
| Attendance and Minutes of Board of Directors, Committee of Directors and Creditors | N/A | S. 118, Companies Act, 2013 |
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
